avtr-20260507
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): May 7, 2026
Avantor, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38912 | 82-2758923 | ||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
Radnor Corporate Center, Building One, Suite 200
100 Matsonford Road
Radnor, Pennsylvania 19087
(Address of principal executive offices, including zip code)
(610) 386-1700
(Registrant’s telephone number, including area code)
Not Applicable
(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:
☐ 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 | Exchange on which registered | ||||||||||||
| Common Stock, $0.01 par value | AVTR | 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.
Avantor, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders on May 7, 2026. The final voting results for each of the items submitted to a stockholder vote at the 2026 Annual Meeting are set forth below.
1.The stockholders elected nine directors to serve for a one-year term expiring at the Company’s 2027 Annual Meeting of Stockholders, subject to election and qualification of their successors, based on the following voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Nominee | ||||||||||||||
| Simon Dingemans | 597,767,916 | 2,626,150 | 20,127,404 | 17,687,677 | ||||||||||
| Emmanuel Ligner | 588,992,737 | 11,392,819 | 20,135,914 | 17,687,677 | ||||||||||
| Gregory Lucier | 585,865,815 | 14,527,528 | 20,128,127 | 17,687,677 | ||||||||||
| Louise Makin | 593,540,559 | 26,641,131 | 339,780 | 17,687,677 | ||||||||||
| Joseph Massaro | 590,921,914 | 29,353,354 | 246,202 | 17,687,677 | ||||||||||
| Sanjeev Mehra | 596,961,853 | 3,421,597 | 20,138,020 | 17,687,677 | ||||||||||
| Mala Murthy | 594,916,679 | 25,361,252 | 243,539 | 17,687,677 | ||||||||||
| Michael Severino | 588,864,758 | 31,415,688 | 241,024 | 17,687,677 | ||||||||||
| Gregory Summe | 522,018,929 | 78,326,277 | 20,176,264 | 17,687,677 | ||||||||||
2.The stockholders approved, on an advisory basis, the 2025 compensation of the Company’s named executive officers, based on the following voting results:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| Advisory Vote on Named Executive Officer Compensation | 601,462,107 | 18,474,344 | 585,019 | 17,687,677 | ||||||||||
3.The stockholders approved, on an advisory basis, one year as the frequency of the non-binding advisory vote to approve executive compensation, based on the following voting results:
| 1 Year | 2 Years | 3 Years | Abstentions | Broker Non-Votes | |||||||||||||||||||||||||
| Advisory Vote on the Frequency of Future Advisory Votes on Executive Officer Compensation | 605,480,159 | 9,225 | 14,892,420 | 139,666 | 17,687,677 | ||||||||||||||||||||||||
In accordance with the recommendation of the Company’s Board and based on the results of the advisory vote reported above, the Company’s Board has determined that the Company will hold a stockholder advisory vote on executive compensation on an annual basis until the next required stockholder advisory vote on the frequency of the advisory approval of named executive officer compensation, which is
expected to occur at the Company’s 2032 annual meeting of stockholders or until the Board otherwise determines a different frequency for such non-binding votes.
4.The stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026, based on the following voting results:
| Votes For | Votes Against | Abstentions | ||||||||||||
| Ratification of Appointment of Independent Registered Public Accounting Firm | 629,271,458 | 8,805,313 | 132,376 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |||||||
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.
| Avantor, Inc. | |||||||||||
| Date: May 12, 2026 | By: | /s/ Claudius Sokenu | |||||||||
| Name: | Claudius Sokenu | ||||||||||
| Title: | Executive Vice President, Chief Legal and Compliance Officer | ||||||||||