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EBS > SEC Filings for EBS > Form 8-K on 18-Jul-2013All Recent SEC Filings




Change in Directors or Principal Officers, Regulation FD Disclosure

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On July 17, 2013, the Board of Directors of Emergent BioSolutions Inc. approved an increase in the size of the Board from 8 to 9 directors and appointed General George A. Joulwan as a Class II director of the company, with an initial term expiring at the 2014 annual meeting of stockholders.

The Board has determined that Gen. Joulwan is "independent" within the meaning of the NYSE listing standards. It is contemplated that Gen. Joulwan may serve on certain committees of the Board, but no such committee appointments have been made at this time. Gen. Joulwan was not selected pursuant to any arrangement or understanding with any other person. There are no transactions in which the company is a party and in which Gen. Joulwan has a material interest subject to disclosure under Item 404(a) of Regulation S-K.

In connection with his appointment to the Board, and pursuant to the company's Second Amended and Restated 2006 Stock Incentive Plan, the company granted Gen. Joulwan options to purchase 10,800 shares of the company's common stock at an exercise price of $17.51 per share and 5,400 restricted stock units. As a non-employee director, Gen. Joulwan will receive compensation in accordance with the company's non-employee director compensation practices, which are summarized under the heading "Director Compensation" in the company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2013. Gen. Joulwan also entered into the company's standard form of Indemnification Agreement, the form of which was filed as Exhibit 10 to the company's Current Report on Form 8-K, filed with the Securities and Exchange Commission on January 18, 2013.

Item 7.01 Regulation FD Disclosure.

On July 18, 2013, the company issued a news release regarding Gen. Joulwan's appointment to the Board, a copy of which is attached as Exhibit 99 to this Form 8-K.


99 Press release, dated July 18, 2013, announcing appointment of General George A. Joulwan as a director.

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