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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): September 30, 2022

 

 

EMBECTA CORP.

(Exact name of registrant as specified in its charter)

 

 

 

   
Delaware  

(State or Other Jurisdiction

of Incorporation)

 
001-41186 87-1583942

(Commission

File Number)

(IRS Employer
Identification No.)
     

 

   
300 Kimball Drive, ParsippanyNew Jersey 07054
(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (201) 847-6880

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))

 

         
Title of each class  

Trading

symbol(s)

  Name of each exchange
on which registered
Common Stock, par value $0.01 per share   EMBC   The Nasdaq Stock Market LLC (Nasdaq Global Select Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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 8.01 Other Events.

 

On September 30, 2022, Embecta Corp. (the “Company”) announced that the Company’s first annual meeting of stockholders (the “2023 Annual Meeting”) will be held on Thursday, February 9, 2023.

 

Deadlines for submission of nominations and stockholder proposals are set out below. In accordance with the Company’s Amended and Restated Bylaws (the “Bylaws”), stockholder proposals and nominations should be sent to the Company at Embecta Corp., 300 Kimball Drive, Parsippany, New Jersey 07054, Attention: Corporate Secretary.

 

·Deadline for Rule 14a-8 Stockholder Proposals. Consistent with the Securities and Exchange Commission’s proxy rules, we have set October 7, 2022 as the deadline for receipt of proposals to be included in the Company’s proxy materials for the 2023 Annual Meeting.

·Proxy Access. We have set October 7, 2022 as the deadline for receipt of requests to include stockholder-nominated directors in the Company’s proxy materials for the 2023 Annual Meeting pursuant to the “proxy access” provision in the Company’s Bylaws.

·Deadline for Other Stockholder Proposals. We have set November 11, 2022 as the deadline for receipt of notice for stockholder proposals intended to be presented at, but not included in the proxy materials for, the 2023 Annual Meeting, including director nominations for election to the Board (other than “proxy access” director nominations discussed above).

 

 

   

 

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.

 

Date: September 30, 2022

   

EMBECTA CORP.

 

  By: /s/ Jeff Mann
  Name: Jeff Mann
  Title: Senior Vice President, General Counsel, Head of Corporate Development, and Corporate Secretary

 

 

 

 

 

   

 

 

Forward Looking Statement

The information included on this website and other information provided from time to time through webcasts, conference calls, securities analyst meetings, road show presentations, investor conferences, transcripts, newsletters and similar events and communications contains “forward-looking statements”, as that term is defined in the Private Securities Litigation Reform Act of 1995 and other securities laws, based on current expectations and assumptions that involve risks and uncertainties. If the risks or uncertainties ever materialize or the assumptions prove incorrect, the results of embecta may differ materially from those expressed or implied by such forward-looking statements and assumptions.These statements use words such as "will," "plan," "expect," "anticipate," "estimate," "next," "project," "potential," "continue," "expand" and "grow" and other words of similar meaning in conjunction with, among other things, discussions of future operations and financial performance and statements regarding our business strategy, impact of mergers and acquisitions,future product development, regulatory clearances and approvals, competitive position and expenditures.These statements are based on current assumptions and expectations of future events at the time they are made and thus are inherently subject to uncertainty.

All such statements are based upon current expectations of embecta and involve a number of business risks and uncertainties. Actual results could vary materially from anticipated results described, implied or projected in any forward-looking statement. Many of these risks and uncertainties are beyond the company's control. For a discussion of certain factors that could cause our actual results to differ from our expectations in any forward-looking statements see our latest Annual Report on Form 10-K and other filings with the SEC. embecta expressly disclaims any undertaking to update or revise any forward looking statements set forth herein to reflect events or circumstances after the date hereof, except as required by applicable law or regulation.