Catalent establishes committee to conduct review, enters pact with Elliot

Catalent announced several initiatives. The Nominating and Corporate Governance Committee of the board has recommended, and the board has approved, the appointment of four new independent directors: Steven Barg, Frank D’Amelio, Stephanie Okey, and Michelle Ryan. With these appointments, Catalent’s board of directors will consist of 16 directors, 13 of whom are independent under the company’s director independence standards. It is expected that the 12 nominees recommended by the board in the company’s proxy statement and on its proxy card to stand for election at the 2023 Annual Meeting of Stockholders will include the four new directors and eight other nominees, who are current directors, to be selected by the board. In addition, John Greisch has been appointed executive chair of the board and will also chair the new Strategic and Operational Review Committee, as discussed further below. Catalent’s board has also established a new Strategic and Operational Review Committee to conduct a review of the company’s business, strategy and operations, as well as the Company’s capital-allocation priorities, in order to maximize the long-term value of the company. The Strategic and Operational Review Committee will be chaired by Greisch and will include Barg, Ryan, Gregory Lucier and Jack Stahl. The committee will make its recommendations to the full board. In connection with these initiatives, Catalent has entered into a cooperation agreement with Elliott Investment Management L.P., one of Catalent’s largest investors, under which Elliott has agreed to customary standstill, voting, confidentiality, and other provisions.