Emergent BioSolutions (NYSE: EBS) shareholders approve directors, pay and stock plan

Rhea-AI Filing Summary

Emergent BioSolutions Inc. held its 2026 annual meeting of stockholders, where all management proposals, including director elections, auditor ratification, executive pay, and an equity plan amendment, were approved. A total of 40,346,672 shares were present or represented by proxy, representing 78.12% of the 51,644,495 shares outstanding and entitled to vote as of March 6, 2026.

Stockholders elected four Class II directors to terms expiring at the 2029 annual meeting, ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026, and approved the 2025 executive compensation on an advisory basis. They also approved an amendment to the Amended and Restated Stock Incentive Plan to increase the shares available for equity awards, with 16,972,952 votes for and 14,023,162 against, indicating relatively divided views on additional equity-based compensation.

8-K Event Classification

2 items: 5.07, 9.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares represented at meeting: 40,346,672 shares Voting participation: 78.12% Shares outstanding: 51,644,495 shares +3 more

6 metrics

Shares represented at meeting 40,346,672 shares Common stock present or by proxy at 2026 annual meeting

Voting participation 78.12% Percentage of 51,644,495 shares outstanding and entitled to vote as of March 6, 2026

Shares outstanding 51,644,495 shares Common stock outstanding and entitled to vote as of March 6, 2026

Auditor ratification For votes 38,947,477 votes For Ernst & Young LLP as auditor for year ending December 31, 2026

Say-on-pay For votes 18,187,878 votes For 2025 compensation of named executive officers on advisory basis

Equity plan amendment For votes 16,972,952 votes For amendment to Amended and Restated Stock Incentive Plan

Key Terms

broker non-votes, Amended and Restated Stock Incentive Plan, independent registered public accounting firm, on an advisory basis

4 terms

broker non-votes financial

"Director Nominee | For | Withhold | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Amended and Restated Stock Incentive Plan financial

"To approve the Amendment to the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan"

independent registered public accounting firm financial

"as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

on an advisory basis financial

"To approve, on an advisory basis, the 2025 compensation of the Company's named executive officers"

Understanding 8-K Material Events →

0001367644false00013676442026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 29, 2026

EMERGENT BIOSOLUTIONS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-33137

14-1902018

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

Identification No.)

 300 Professional Drive,

Gaithersburg, Maryland 20879

(Address of principal executive offices, including zip code)

(240) 631-3200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) 

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) 

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value per share			EBS			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company     ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders.

On April 29, 2026, Emergent BioSolutions Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, a total of 40,346,672 shares of the Company’s common stock were present or represented by proxy, which represented approximately 78.12% of the Company’s 51,644,495 shares of common stock that were outstanding and entitled to vote at the Annual Meeting as of the record date of March 6, 2026. Stockholders considered the proposals outlined below, each of which is described in more detail in the Company's definitive proxy statement on Schedule 14A related to the Annual Meeting, which was filed with the United States Securities and Exchange Commission on March 20, 2026 (the “Proxy Statement”).

Proposal 1. To elect four Class II directors to hold office for a term expiring at our 2029 annual meeting of stockholders, each to serve until their respective successors are duly elected and qualified. All director nominees were elected and qualified. The voting results were as follows:

Director Nominee			For			Withhold			Broker Non-Votes
Sujata Dayal			29,593,251			1,466,690			9,286,731
John Fowler, Jr.			30,647,734			412,207			9,286,731
Zsolt Harsanyi, Ph.D.			28,672,319			2,387,622			9,286,731
Joseph Papa			29,271,291			1,788,650			9,286,731

Proposal 2. To ratify the appointment by the Audit and Finance Committee of the Company's Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2026. Proposal 2 was approved. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
38,947,477			1,271,938			127,257			—

Proposal 3. To approve, on an advisory basis, the 2025 compensation of the Company's named executive officers. Proposal 3 was approved. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
18,187,878			11,988,552			883,511			9,286,731

Proposal 4. To approve the Amendment to the Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan (the “Plan”) to increase the number of shares of common stock for the grant of awards under the Plan. A description of the terms and conditions of the Plan was previously reported in the Proxy Statement. Proposal 4 was approved. The voting results were as follows:

For			Against			Abstentions			Broker Non-Votes
16,972,952			14,023,162			63,827			9,286,731

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Emergent BioSolutions Inc. Amended and Restated Stock Incentive Plan
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			EMERGENT BIOSOLUTIONS INC.
Dated: April 30, 2026			By:			/s/ RICHARD S. LINDAHL
						Name: Richard S. Lindahl Title: Executive Vice President, Chief Financial              Officer

FAQ

What did Emergent BioSolutions (EBS) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing four Class II directors, ratifying Ernst & Young LLP as auditor, approving 2025 executive compensation on an advisory basis, and amending the Amended and Restated Stock Incentive Plan to increase shares available for equity awards.

How many Emergent BioSolutions (EBS) shares were represented at the 2026 annual meeting?

A total of 40,346,672 shares of common stock were present or represented by proxy, equal to 78.12% of the 51,644,495 shares outstanding and entitled to vote as of the March 6, 2026 record date.

Were all Emergent BioSolutions (EBS) director nominees elected at the 2026 annual meeting?

Yes. All four Class II director nominees—Sujata Dayal, John Fowler, Jr., Zsolt Harsanyi, Ph.D., and Joseph Papa—were elected to serve until the 2029 annual meeting, receiving more votes “For” than “Withhold,” plus broker non-votes as disclosed.

Did Emergent BioSolutions (EBS) stockholders approve the 2025 executive compensation?

Yes. On an advisory basis, stockholders approved 2025 compensation for named executive officers, with 18,187,878 votes for, 11,988,552 against, 883,511 abstentions, and 9,286,731 broker non-votes, indicating support but with a notable opposing vote block.

What was decided about Emergent BioSolutions (EBS) independent auditor for 2026?

Stockholders ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 38,947,477 votes for, 1,271,938 against, and 127,257 abstentions, and no broker non-votes.

What change was approved to Emergent BioSolutions (EBS) Amended and Restated Stock Incentive Plan?

Stockholders approved an amendment to the Amended and Restated Stock Incentive Plan to increase the number of common shares available for awards, with 16,972,952 votes for, 14,023,162 against, 63,827 abstentions, and 9,286,731 broker non-votes.

Filing Exhibits & Attachments

5 documents

Agreements & Contracts

• EX-10.1 EX-10.1 78.8 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 16.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 28.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 17.2 KB