mitigate, and communicate unsafe acts and conditions before they can lead to incidents, West continues to create a positive and sustainable safe working environment for our team.
Quality. At West, we are committed to safeguarding the health and safety of patients who use our products and services. We provide high-quality products that are designed to be safe and effective for their intended use. Product quality product and system controls are designed to ensure compliance with our high standards and applicable FDA current Good Manufacturing Practices, the International Organization for Standardization standards and other applicable global Ministry of Health regulatory requirements. West utilizes customer feedback, as well as manufacturing and design data to improve processes and product performance. We have established aggressive and measurable goals to achieve by 2024, which target reductions in manufacturing defects, out-of-specification customer complaints and costs of poor quality while also increasing customer complaint response timeliness.
Business Compliance & Integrity. Our compliance program is designed to hold ourselves to the highest standards of quality, integrity and respect as outlined in our Code of Conduct, described later in this Proxy Statement. The program is supported by our education and training on West’s Code of Conduct and other corporate policies on ethical business practices led by our Chief Compliance & Privacy Officer and our annual Compliance Week awareness efforts. West also has significantly enhanced its data privacy efforts and emphasized the importance of speaking up, which is an inherent part of our open-door culture.
Diversity, Equity and Inclusion. DEI are integral aspects of our organization ethos. We are dedicated to cultivating and sustaining a workplace that thrives on diverse talents, ideas and backgrounds, fostering an inclusive environment where every team member can flourish. To achieve this, we have heightened awareness, implemented affirmative action programs to identify potential gaps and fortified our policies, notably a comprehensive global anti-discrimination and anti-harassment policy. Additionally, we champion a culture of respect and inclusion through team member global resource groups: West disAbility Network, Multinational Organization Supporting an Inclusive Culture, Veterans and Allies Leading for Organizational Results and Women’s Initiatives Network.
In alignment with our commitment to inclusion, we have revamped our talent development programs, placing a heightened emphasis on inclusivity. In 2022, we introduced the Global Leadership @ West competency framework, wherein inclusion is a fundamental tenet. Subsequently, in 2023, we launched a learning experience based on this framework, extending its reach to all people managers across the organization.
Looking ahead, our DEI objectives for the next five years will continue to encompass initiatives geared towards enhancing our ability to attract, develop and retain underrepresented talent at all organizational levels. Simultaneously, we are dedicated to fostering exceptional employee experiences for all team members, recognizing and celebrating diversity. Furthermore, we are committed to deepening our cultural competence to promote inclusivity in the workplace.
Philanthropy. West has a long-standing commitment to supporting charities, with a particular focus on children, people with disabilities, healthcare and Science Technology Engineering and Math (“STEM”) education. This commitment aligns with our corporate and ESG missions, and we continue to expand our charitable giving across sustainability, social justice, access to healthcare and education. Our giving to all charities, including contributions from the Company, our team members, and the Herman O. West Foundation, totaled approximately $4.3 million. This included non-profit support to address the ongoing wars in Israel and Ukraine. Our team members recorded nearly 4,700 volunteer hours across our global sites and in the eighth year of our annual food drive, we provided over 750,000 meals. Additionally, substantial contributions exceeding $1.0 million were made to cancer research/support, manufacturing readiness/STEM education, DEI and scholarships. Both the foundation and our team members have generously donated their resources and time to help those in need in the communities where we live and work. We take pride in this commitment, with a hope of an even greater positive impact on the world.
Environmental Sustainability. We strive to be stewards of a sustainable future by factoring environmental considerations into our decision making for raw materials, production processes and distribution methods. During 2023, we embedded ESG considerations into many of the decision-making processes and worked toward more sustainable solutions. As noted above, we will have additional aggressive goals established this year and extend to 2030. Over the past 5 years, we have significantly increased the recycling of our waste while reducing our energy and water consumption year over year. Our current goals are to improve our energy efficiency (by 15%), reduce absolute emissions (by 10%) and reduce water consumption (by 10%) by 2023, while striving to reduce landfill waste by 90% over that same period. We are on target to meet or exceed these goals and additional information will be provided in our 2023 ESG report later this year. For the
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period extending to 2030, we have identified 12 new action areas, many with a strong focus on climate consistent with the expectations of our customers, shareholders and team members. These action areas include a dedication to seek renewable electricity, energy efficiency, emissions reduction, adherence to science-based targets, water reduction, operational waste reduction, responsible supply chain practices with emphasis on scope 3 emissions, sustainability enhancements throughout the product lifecycle and value-driven sustainability improvements to secondary packaging.
Human Capital Management
At West, we are committed to fostering an inclusive and collaborative culture that recognizes the unique contributions of each individual, fostering innovation, learning and growth for our entire team. The leadership, including the CEO and the executive team, consistently reviews diversity and inclusion objectives, to ensure steady progress toward our ambitious goals. Notably, six of West’s nine elected officers are women and/or People of Color, exemplifying our steadfast dedication to diversity. Our commitment extends to strategic alignment in talent acquisition, performance management, resource planning and leadership development, underscoring our dedication to DEI principles. Semi-annually, the Board assesses key human capital metrics, including hiring, attrition, promotions and diversity data, guiding our annual talent review process.
Integral to our culture is an unwavering commitment to safety, championed by every level of management and every team member globally. At the forefront of our safety efforts is West’s global Health, Safety and Environment (“HSE”) team, playing a pivotal role in leading and monitoring safety initiatives across our sites. Guiding these efforts is the Health, Safety and Environment Executive Council, which oversees global initiatives, sharing best practices to shape and enhance our HSE process.
West is dedicated to providing fair and competitive compensation and benefits programs, designed to attract, retain and reward high-performing team members at all levels. Our comprehensive Total Rewards program goes beyond mere remuneration, addressing the holistic needs of our team – be it health, financial well-being or work-life balance. This program reflects the value of compensation and benefits offered to our team members, serving as a testament to the significance of job roles and individual contributions. This linkage between performance and both business and personal outcomes is a cornerstone of our approach. Depending on the country of employment, West offers a range of benefits, including health care, retirement savings, paid time off, flexible work schedules and access to a global Employee Assistance Program.
Shareholder Engagement
Our Board considers regular and constructive engagement with our shareholders to be critical for effective corporate governance. To ensure that the Board considers shareholder views on compensation, corporate governance, ESG, financial and operational strategy and other significant matters, we maintain an active shareholder engagement program. Throughout the year, Management meets with our actively managed, institutional shareholders, which own a majority of our shares. Engagement is a cohesive process involving many functional leaders at West that continues all year long. We present at formal events and also respond to more informal one-on-one meetings on topics collaboratively selected with our shareholders. At every Board meeting, Management discusses feedback provided by our shareholders and solicits Board input, which further informs and bolsters our corporate governance and related efforts.
One area of focus for us and our shareholders is the alignment of pay and performance in a manner that enhances shareholder value. Our shareholders have historically expressed support for our performance goals and metrics. Additionally, Management continues to hear our shareholders express support for our corporate governance framework and Board policies, including our tenure policies. In 2023, we actively engaged with shareholders regarding shareholder rights, governance best practices, leadership structure and tenure, Board and employee diversity, climate and waste issues and forthcoming changes to our ESG program.
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Delinquent Section 16(a) Reports
Based solely on our review of copies of the reports filed with the SEC and the written representations of our directors and executive officers, we believe that each person complied with all reporting requirements for 2023, except as noted below.
Due to administrative errors, the following late Form 4 filings occurred in 2023:
| | | |
Name | Filed Date | Transaction Date(s) | Transaction Type |
Silji Abraham | March 22 | March 1 | Award |
Silji Abraham | March 22 | March 9 | Sale |
Bernard J. Birkett | March 22 | March 1 | Award |
Bernard J. Birkett | August 8 | August 2 | Exercise & Sale |
Chad Winters* | December 21 | December 4 | Exercise & Sale |
*Transactions for Mr. Winters were refiled due to transaction date correction reported by trade executing broker.
Shareholder Proposals or Nominations
Under SEC rules, if a shareholder wants us to include a proposal in our Proxy Statement and form of proxy for presentation at the 2025 Annual Meeting, the proposal must be received by us at our principal executive offices by November 13, 2024 and comply with the procedures of Rule 14a-8 under the Securities Exchange Act of 1934.
The proposal should be sent to the attention of the Corporate Secretary in writing and should be mailed by certified mail, return receipt requested to: West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341.
Our Bylaws set forth procedures that a shareholder must follow to nominate persons for election as directors or to introduce an item of business at an Annual Meeting of shareholders without seeking access to our proxy materials. Nominations for director nominees or an item of business to be conducted without seeking access to our proxy materials must be submitted in writing to the Corporate Secretary of the Company at West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341 and should be mailed by certified mail, return receipt requested. We must receive the notice of your intention to introduce a nomination or to propose an item of business at our 2024 Annual Meeting not less than 120 days nor more than 150 days prior to the anniversary date of the date the Company commenced mailing of this year’s proxy materials for the Annual Meeting. If, however, we fail to disclose the date of next year’s meeting at least 21 days in advance, we must receive your notice within seven days following the announcement of the meeting (but in no event, later than four days before the meeting date).
Additionally, pursuant to the proxy access provisions of our amended and restated Bylaws, a holder (or a group of not more than 20 holders) of at least 3% of our outstanding common stock continuously for at least three years is entitled to nominate and include in our proxy materials director nominees constituting up to the greater of two individuals or 20% of our Board of Directors, provided that the nominating holder(s) and the nominee(s) satisfy the requirements specified in our Bylaws, including by providing the Secretary of the Company with advance notice of the nomination not less than 120 days nor more than 150 days prior to the anniversary date of the date the Company commenced mailing of this year’s proxy materials for the Annual Meeting.
In each case, whether seeking access to our proxy materials or not, the nomination must contain information about the nominees as specified in our Bylaws, and the notice must include the information specified in our Bylaws, including, but not limited to, information concerning the nominee or proposal, as the case may be, and information about the shareholder’s ownership of and agreements related to our shares.
Universal Proxy Rules. To comply with the universal proxy rules, shareholders who intend to solicit proxies in support of director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than February 23, 2024. This means that the requirements of the SEC’s
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APPENDIX 1 Proposed Changes to Amended and Restated Articles of Incorporation
AMENDED AND RESTATED ARTICLES OF INCORPORATION
OF WEST PHARMACEUTICAL SERVICES, INC.
(Effective as of May 5, 2020April __, 2024)
1. The name of the Corporation is West Pharmaceutical Services, Inc.
2. The location and post office address of the Corporation’s registered office in Pennsylvania is c/o Corporation Service Company, 2595 Interstate Drive, Suite 103, Harrisburg, PA 17110.
3. The Corporation is incorporated under the Pennsylvania Business Corporation Law and shall have unlimited power to engage in and to do any lawful act concerning any or all lawful business, including manufacturing, processing, research and development, for which corporations may be incorporated under the Pennsylvania Business Corporation Law.
4. The term for which the Corporation is to exist is perpetual.
5. Capital Stock. The aggregate number of shares of capital stock which the Corporation shall have authority to issue is 203,000,000 shares, consisting of (i) 3,000,000 shares of Preferred Stock, par value $.25 per share (“Preferred Stock”) and (ii) 200,000,000 shares of Common Stock, par value $.25 per share (“Common Stock”).
The following is a statement of the designations, preferences qualifications, limitations, restrictions and the special or relative rights granted to or imposed upon the shares of each such class:
Preferred Stock
(a) Issue in Series. Preferred Stock may be issued from time to time in one or more series, each such series to have the terms stated herein and in the resolution of the board of directors providing for its issue. All shares of any one series of Preferred Stock shall be identical, but shares of different series of Preferred Stock need not rank equally or be identical except insofar as provided by law or hereunder.
(b) Creation of Series. The board of directors shall have authority by resolution to cause to be created one or more series of Preferred Stock, and to determine and fix with respect to each series, prior to the issuance of any shares of the series to which such resolution relates:
(i) The distinctive designation of the series and the number of shares which shall constitute the series, which number may be increased or decreased (but not below the number of shares then outstanding) from time to time by action of the board of directors;
(ii) The dividend rate and the times of payment of dividends on the shares of the series, whether dividends shall be cumulative, and, if so, from what date or dates;
(iii) The price or prices at which, and the terms and conditions on which, the shares of the series may be redeemed at the option of the Corporation;
(iv) Whether or not the shares of the series shall be entitled to the benefit of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if so entitled, the annual amount of such fund and the terms and provisions relative to the operation thereof;
(v) Whether or not the shares of the series shall be convertible into, or exchangeable for, shares of any other series of the same or any other class or classes of stock of the Corporation, and if so convertible or exchangeable, the conversion price or prices, or the rates of exchange, and any adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;
(vi) The rights of the shares of the series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;
(vii) Whether or not the shares of the series shall have priority over or parity with or be junior to the shares of any other series or class in any respect or shall be entitled to the benefit of limitations restricting the issuance of shares of any other series or class having priority over or being on a parity with the shares of such series in
any respect, or restricting the payment of dividends on, or the making of other distributions in respect of shares of any other series or class ranking junior to the shares of the series as to dividends or assets, or restricting the purchase or redemption of the shares of any such junior series or class, and the terms of any such restrictions;
(viii) Whether the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights; and
(ix) Any other preferences qualifications, privileges and other relative or special rights and limitations of that series.
(c) Dividends. Holders of Preferred Stock shall be entitled to receive, when and as declared by the board of directors, out of funds legally available for the payment thereof, dividends at the rates fixed by the board of directors for the respective series, and no more, before any dividends shall be declared and paid, or set apart for payment, on Common Stock with respect to the same dividend period.
(d) Preference on Liquidation. In the event of the voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of each series of Preferred Stock shall be entitled to receive the amount fixed for such series plus, in the case of any series on which dividends shall have been determined by the board of directors to be cumulative, an amount equal to all dividends accumulated and unpaid thereon to the date of final distribution whether or not earned or declared. If the assets of the Corporation are not sufficient to pay such amounts in full, holders of all shares of Preferred Stock shall participate ratably in the distribution of assets in proportion to the full amounts to which they are entitled or in such order or priority, if any, as shall have been fixed in the resolution or resolutions providing for the issuance of the series of Preferred Stock. Neither the merger nor consolidation of the Corporation into or with any other corporation, nor a sale, transfer or lease of all or part of its assets, shall be deemed a liquidation of the Corporation within the meaning of this paragraph.
(e) Redemption. The Corporation at the option of the board of directors may redeem all or part of the shares of any series of Preferred Stock on the terms and conditions fixed for such series. In case of the redemption of less than all outstanding shares of any series of Preferred Stock, the shares to be redeemed shall be selected by lot or in such other manner as the board of directors determines.
(f) Voting Rights. Except as otherwise required by law or as otherwise provided in any certificate creating any series of Preferred Stock, the holders of such of the series of Preferred Stock, if any, as shall have been granted such power pursuant to any certificate creating any series of Preferred Stock shall, together with the holders of Common Stock, exclusively possess voting power in the election of directors and for all other purposes, and the holders of the other series of Preferred Stock shall have no voting power and shall not be entitled to any notice of any meeting of shareholders.
Series A Junior Participating Preferred Stock
(a) Designation and Amount. There shall be a series of Preferred Stock designated as “Series A Junior Participating Preferred Stock” and the aggregate number of shares constituting such series shall be 50,000.
(b) Dividends and Distributions.
(i) Subject to the prior and superior rights of the holders of any shares of any series of Preferred Stock ranking prior and superior to the shares of Series A Junior Participating Preferred Stock with respect to dividends, the holders of shares of Series A Junior Participating Preferred Stock shall be entitled to receive, when, as and if declared by the board of directors out of funds legally available for the purpose, quarterly dividends payable in cash on March 31, June 30, September 30 and December 31 in each year (each such date being referred to herein as a “Quarterly Dividend Payment Date”), commencing on the first Quarterly Dividend Payment Date after the first issuance of a share or fraction of a share of Series A Junior Participating Preferred Stock, in an amount per share (rounded to the nearest cent) equal to the greater of (a) $10 or (b) subject to the provision for adjustment hereinafter set forth, 1,000 times the aggregate per share amount of all cash dividends, and 1,000 times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Common Stock or a subdivision of the outstanding shares of Common Stock (by reclassification or otherwise), declared on the Common Stock since the immediately preceding Quarterly Dividend Payment Date, or, with respect to the first Quarterly Dividend Payment Date, since the first issuance of any share or fraction of a share of Series A Junior Participating Preferred Stock. In the event the Corporation shall at any time after January 16, 1990 (the “Rights Declaration Date”) (i) declare any dividend on
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Participating Preferred Stock, except dividends paid ratably on the Series A Junior Participating Preferred Stock and all such parity stock on which dividends are payable or in arrears in proportion to the total amounts to which the holders of all such shares are then entitled;
(C) redeem or purchase or otherwise acquire for consideration shares of any stock ranking on a parity (either as to dividends or upon liquidation, dissolution or winding up) with the Series A Junior Participating Preferred Stock, provided that the Corporation may at any time redeem, purchase or otherwise acquire shares of any such parity stock in exchange for shares of any stock of the Corporation ranking junior (either as to dividends or upon dissolution, liquidation or winding up) to the Series A Junior Participating Preferred Stock; or
(D) purchase or otherwise acquire for consideration any shares of Series A Junior Participating Preferred Stock, or any shares of stock ranking on a parity with the Series A Junior Participating Preferred Stock, except in accordance with a purchase offer made in writing or by publication (as determined by the board of directors) to all holders of such shares upon such terms as the board of directors, after consideration of the respective annual dividend rates and other relative rights and preferences of the respective series and classes, shall determine in good faith will result in fair and equitable treatment among the respective series or classes.
(ii)the Corporation shall not permit any subsidiary of the Corporation to purchase or otherwise acquire for consideration any shares of stock of the Corporation unless the Corporation could, under paragraph (d)(i), purchase or otherwise acquire such shares at such time and in such manner.
(e) Reacquired Shares. Any shares of Series A Junior Participating Preferred Stock purchased or otherwise acquired by the Corporation in any manner whatsoever shall be retired and cancelled promptly after the acquisition thereof. All such shares shall upon their cancellation become authorized but unissued shares of Preferred Stock and may be reissued as part of a new series of Preferred Stock to be created by resolution or resolutions of the board of directors, subject to the conditions and restrictions on issuance set forth herein.
(f) Liquidation, Dissolution or Winding Up.
(i) Upon any liquidation (voluntary or otherwise), dissolution or winding up of the Corporation, no distribution shall be made to the holders of shares of stock ranking junior (either as to dividends or upon liquidation, dissolution or winding up) to the Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Series A Junior Participating Preferred Stock shall have received $10 per share, plus an amount equal to accrued and unpaid dividends any distribution thereon, whether or not declared, to the date of such payment (the “Series A Liquidation Preference”). Following the payment of the full amount of the Series A Liquidation Preference, no additional distributions shall be made to the holders of shares of Series A Junior Participating Preferred Stock unless, prior thereto, the holders of shares of Common Stock shall have received an amount per share (the “Common Adjustment”) equal to the quotient obtained by dividing (a) the Series A Liquidation Preference by (b) 1,000 (as appropriately adjusted as set forth in paragraph (iii) below to reflect such events as stock splits, stock dividends and recapitalizations with respect to the Common Stock) (such number in clause (b), the “Adjustment Number”). Following the payment of the full amount of the Series A Liquidation Preference and the Common Adjustment in respect of all outstanding shares of Series A Junior participating Preferred Stock and common Stock, respectively, holders of Series A Junior Participating Preferred Stock and holders of shares of Common Stock shall receive their ratable and proportionate share of the remaining assets to be distributed in the ratio of the Adjustment Number to I with respect to such Preferred Stock and common Stock, on a per share basis, respectively.
(ii)In the event, however, that there are not sufficient assets available to permit payment in full of the Series A Liquidation Preference and the liquidation preferences of all other series of Preferred Stock, if any, which rank on a parity with the Series A Junior Participating Preferred Stock, then such remaining assets shall be distributed ratably to the holders of such parity shares in proportion to their respective liquidation preferences. In the event, however, that there are not sufficient assets available to permit payment in full of the Common Adjustment, then such remaining assets shall be distributed ratably to the holders of Common Stock.
(iii) In the event the Corporation shall at any time after the Rights Declaration Date (a) declare any dividend on Common Stock payable in shares of Common Stock, (b) subdivide the outstanding Common Stock, or (c) combine the outstanding common Stock into a smaller number of shares, then in each such case the Adjustment Number in effect immediately prior to such event shall be adjusted by multiplying such Adjustment Number by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and
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the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(g) Consolidation, Merger, etc. In case the Corporation shall enter into any consolidation, merger, combination or other transaction in which the shares of Common Stock are exchanged for or changed into other stock or securities, cash and/or any other property, then in any such case the shares of Series A Junior Participating Preferred Stock shall at the same time be similarly exchanged or changed in an amount per share (subject to the provision for adjustment hereinafter set forth) equal to 1,000 times the aggregate amount of stock, securities, cash and/or any other property (payable in kind), as the case may be, into which or for which each share of Common Stock is changed or exchanged. In the event the Corporation shall at any time after the Rights Declaration Date (i) declare any dividend on Common Stock payable in shares of Common Stock, (ii) subdivide the outstanding Common Stock, or (iii) combine the outstanding Common Stock into a smaller number of shares, then in each such case the amount set forth in the preceding sentence with respect to the exchange or change of shares of Series A Junior Participating Preferred Stock shall be adjusted by multiplying such amount by a fraction the numerator of which is the number of shares of Common Stock outstanding immediately after such event and the denominator of which is the number of shares of Common Stock that were outstanding immediately prior to such event.
(h) No Redemption. The shares of Series A Junior Participating Preferred Stock shall not be redeemable.
(i) Ranking. The Series A Junior Participating Preferred Stock shall rank junior to all other series of Preferred Stock as to the payment of dividends and the distribution of assets unless the terms of any such series shall provide otherwise.
(j) Amendment. The Articles of Incorporation of the Corporation shall not be further amended in any manner which would materially alter or change the powers, preferences or special rights of the Series A Junior Participating Preferred Stock so as to affect them adversely without the affirmative vote of the holders of a majority or more of the outstanding shares of Series A Junior Participating Preferred Stock, voting separately as a class.
(k) Fractional Shares. Series A Junior Participating Preferred Stock may be issued in fractions of a share which shall entitle the holder, in proportion to such holder’s fractional shares, to exercise voting rights, receive dividends participate in distributions and to have the benefit of all other rights of holders of Series A Junior Participating Preferred Stock.
Common Stock
(a) Dividends. Holders of Common Stock shall be entitled to receive such dividends as may be declared by the board of directors, except that the Corporation will not declare, pay or set apart for payment any dividend on shares of Common Stock (other than dividends payable in Common Stock), or directly or indirectly make any distribution on, redeem, purchase or otherwise acquire any such shares, if at the time of such action the Corporation is in default with respect to any dividend due and payable on, or any sinking or purchase fund requirement relating to, any shares of Preferred Stock.
(b) Distribution of Assets. In the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation, holders of Common Stock shall be entitled to receive pro rate all of the remaining assets of the Corporation available for distribution to its shareholders after all amounts to which the holders of Preferred Stock are entitled have been paid or set aside in cash for payment.
(c) Voting Rights. Except as otherwise required by law or provided in any certificate creating any series of Preferred Stock, the holders of Common Stock shall have the exclusive right to vote in the election of directors and for all other purposes, each such holder being entitled to one vote for each share thereof held.
6. [OMITTED] Vote Required for Certain Significant Transactions
(a) Higher Vote for Certain Significant Transactions. In addition to any affirmative vote required by law or these Articles of Incorporation, and except as otherwise expressly provided in paragraph (b) of this Article 6:
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(i) any merger or consolidation of the Corporation or any Subsidiary (as hereinafter defined) with (a) any Related Person (as hereinafter defined), or (b) any other corporation (whether or not itself a Related Person) which is, or after such merger or consolidation would be, an Affiliate (as hereinafter defined) of a Related Person; or
(ii) any sale, lease, exchange, mortgage, pledge, transfer or other disposition(in one transaction or a series of transactions) to or with any Related Person or any Affiliate of any Related Person of any assets of the Corporation or any Subsidiary having an aggregate Fair Market Value (as hereinafter defined) of $1,000,000 or more; or
(iii) the issuance or transfer by the Corporation or any Subsidiary (in one transaction or a series of transactions) of any securities of the Corporation or any Subsidiary to any Related Person or any Affiliate of any Related Person in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or
(iv) the purchase by the Corporation or any Subsidiary (in one transaction or a series of transactions within a two year period) of any outstanding shares of capital stock of the Corporation which entitles the holder thereof to vote generally in the election of directors (the “Voting Stock”) in exchange for cash, securities or other property (or a combination thereof) having an aggregate Fair Market Value of $1,000,000 or more; or
(v) the adoption of any plan or proposal for the liquidation or dissolution of the Corporation proposed by or on behalf of a Related Person or any Affiliate of any Related Person; or
(vi) any reclassification of securities (including any reverse stock split), or recapitalization of the Corporation, or any merger or consolidation of the Corporation with any of its Subsidiaries or any other transaction (whether or not with or into or otherwise involving a Related Person) which has the effect, directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of the Corporation or any Subsidiary which is directly or indirectly owned by any Related Person or any Affiliate of any Related Person;
shall require the affirmative vote of the holders of at least 80% of the voting power of the then outstanding shares of voting Stock, voting together as a single class. (For purposes of this Article 6, each share of the Voting Stock shall have the number of votes granted to it pursuant to Article 5 of these Articles of Incorporation). Such affirmative vote shall be required notwithstanding the fact that no vote may be required, or that a lesser percentage may be specified, by law or in any agreement with any national securities exchange or otherwise.
The term “Significant Transaction” as used in this Article 6 shall mean any transaction which is referred to in any one or more of paragraphs (i) through (vi) of paragraph (a) of this Article 6.
(b) When Higher Vote is Not Required. The provisions of paragraph (a) of this Article 6 shall not be applicable to any particular Significant Transaction, and such Significant Transaction shall require only such action as is required by law, the Bylaws of the Corporation, and any other provision of these Articles of Incorporation, if all of the conditions specified in either of the following paragraphs (i) and (ii) are met:
(i) The Significant Transaction shall have been approved by a majority of the continuing Directors (as hereinafter defined) or
(ii) All of the following conditions shall have been met:
(A) The aggregate amount of the cash and the Fair Market Value as of the date of the consummation of the Significant Transaction of consideration other than cash to be received per share by holders of Common Stock in such Significant Transaction shall be at least equal to the highest of the following:
(1) the highest per share price (including any brokerage commissions, transfer taxes and soliciting dealers’ fees) paid by the Related Person for any shares of Common Stock acquired by it (a) within the two-year period immediately prior to the first public announcement of the proposal of the significant Transaction (the “Announcement Date”), or (b) in the transaction in which it became a Related Person, whichever is higher; and
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If two or more person shall at any time be “Related Persons,” each Related Person whose involvement in a transaction causes it to be a Significant Transaction shall be treated as: (a) “the Related Person” for purposes of the application of the requirements of paragraph (b) of this Article 6 to such transaction, and (b) “the Related Person in question” for purposes of determining whether a person is a “Continuing Director” with respect to such transaction.
(iii) A person shall be a “beneficial owner” of any Voting Stock:
(A) which such person or any of its Affiliates or Associates (as hereinafter defined) beneficially owns, directly or indirectly; or
(B) which such person or any of its Affiliates or Associates has (1) the right to acquire (whether such right is exercisable immediately or only after the passage of time), pursuant to any agreement, arrangement or understanding or upon the exercise of conversion rights, exchange rights, warrants or options, or otherwise, or (2) the right to vote pursuant to any agreement, arrangement or understanding; or
(C) which is beneficially owned, directly or indirectly, by any other person with which such person or any of its Affiliates or Associates has any agreement, arrangement or understanding for the purpose of acquiring, holding, voting or disposing of any shares of Voting Stock.
(iv) For the purposes of determining whether a person is a Related Person pursuant to paragraph (c)(ii), the number of share of Voting Stock deemed to be outstanding shall include shares deemed owned through application of paragraph (c)(iii) but shall not include any other shares of Voting Stock which may be issuable pursuant to any agreement, arrangement or understanding, or upon exercise of conversion rights, warrants or options, or otherwise.
(v) “Affiliate” or “Associate” shall have the respective meanings ascribed to such terms in Rule 12b-2 of the General Rules and Regulation under the Securities Exchange Act of 1934, as in effect on May 5, 1983.
(vi) “Subsidiary” means any corporation of which a majority of any class of equity security is owned, directly or indirectly, by the Corporation; provided, however, that for the purposes of the definition of Related Person set forth in paragraph (c)(ii), the term “Subsidiary” shall mean only a corporation of which a majority of each class of equity security is owned, directly or indirectly, by the Corporation.
(vii) “Continuing Director” means any member of the board of directors of the Corporation (the “Board”) who (a) was a member of the Board as of May 5, 1983, or (b) is not affiliated with the Related Person and was a member of the Board prior to the time that the Related Person became a Related Person, or (c) is a successor of a Continuing Director who is unaffiliated with the Related Person and is recommended to succeed a Continuing Director by a majority of Continuing Directors then on the Board.
(viii) “Fair Market Value” means: (a) in the case of stock, the highest closing sale price during the 30-day period immediately preceding the date in question of a share of such stock on the Composite Tape for New York Stock Exchange-Listed Stocks, or, if such stock is not quoted on the Composite Tape, on the New York Stock Exchange, or, if such stock is not listed on such Exchange, on the principal United States securities exchange registered under the Securities Exchange Act of 1934 on which such stock is listed, or, if such stock is not listed on any such exchange, the highest closing bid quotation with respect to a share of such stock during the 30-day period preceding the date in question on the National Association of Securities Deals, Inc. Automated Quotations System or any system then in use, or if no such quotations are available, the fair market value on the date in question of a share of such stock as determined by the Board in good faith; and (b) in the case of property other than cash or stock, the fair market value of such property on the date in question as determined by the Board in good faith.
(ix) In the event of any Significant Transaction in which the Corporation survives, the phrase “consideration other than cash to be received” as used in subparagraph (A) of paragraph (b)(ii) of this Article 6 shall include the shares of Common Stock, and/or the shares of any other class of outstanding Voting Stock retained by the holders of such shares.
(x) The Continuing Directors of the Corporation shall have the power and duty to determine for the purposes of this Article 6, on the basis of information known to them after reasonable inquiry, (a) whether a person is a Related Person, (b) the number of shares of Voting Stock beneficially owned by any person, (c)
2024 Annual Meeting and Proxy Statement | A-9
whether a person is an Affiliate or Associate of another, and (d) whether the assets which are the subject of any Significant Transaction have, or the consideration to be received for the issuance or transfer of securities by the Corporation or any Subsidiary in any Significant Transaction has an aggregate Fair Market Value of $1,000,000 or more.
(d) No Effect on Fiduciary Obligations of Related Persons. Nothing contained in this Article 6 shall be construed to relieve any Related Person from any fiduciary obligation imposed by law.
7. Evaluation of Certain Proposals by the Board of Directors. The board of directors of the Corporation, when evaluating any proposal from another party to (a) make a tender offer for securities of the Corporation, (b) merge or consolidate the Corporation with another corporation, (c) purchase or otherwise acquire substantially all of the properties or assets of the Corporation, or (d) engage in any transaction of the sort specified in paragraph (a) of Article 6 of these Articles of Incorporation, or (e) engage in any other transaction having a similar effect upon the properties, operations or control of the Corporation, shall, in connection with the exercise of its judgment in determining what is the best interests of the Corporation and its shareholders, give due consideration to the following:
(i) the character, integrity, business philosophy and financial status of the other party or parties to the transaction;
(ii) the consideration to be received by the Corporation or its shareholders in connection with such transaction, as compared to: (a) the current market price or value of the Corporation’s properties or securities; (b) the estimated future value of the Corporation, its properties or securities; and (c) such other measures of the value of the Corporation, its properties or securities as the directors may deem appropriate.
(iii)the projected social, legal and economic effects of the proposed action or transaction upon the Corporation, its employees, suppliers and customers and the communities in which the Corporation does business;
(iv) the general desirability of the Corporation’s continuing as an independent entity; and
(v) such other factors as the board of directors may deem relevant.
8. Directors
(a) Number, Election and Term. Except as otherwise fixed by or pursuant to the provisions of Article 5 hereof relating to the rights of the holders of any class or series of stock having a preference over the Common Stock as to dividends or in the event of and during a default period to elect directors under specified circumstances, the number of the directors of the Corporation shall be fixed from time to time pursuant to the Bylaws of the Corporation. At the annual meeting of shareholders held in 2012, and at each succeeding annual meeting of the shareholders of the Corporation, the directors shall not be classified, and the directors, other than those who may be elected by the holders of any class or series of stock having a preference over the Common Stock as to dividends or in the event and during a default period, shall be elected and shall hold office until the next annual meeting of shareholders and until their respective successors are elected and qualified, or until the earlier of his or her death, resignation, retirement, disqualification or removal from office. Subject to paragraph (c) of this Article 8, at each meeting of the stockholders for the election of directors at which a quorum is present, the persons receiving a majority of the votes cast at such election shall be elected; provided, however, that at any meeting of the stockholders for which the Secretary of the Corporation determines that the number of nominees for director exceeds the number of directors to be elected, directors shall be elected by a plurality of the votes of the shares represented in person or represented by proxy at such meeting and entitled to vote on the election of directors. For purposes of this paragraph (a), a majority of the votes cast means that the number of shares voted “for” a director must exceed the number of votes cast “against” that director. Votes cast shall include “for” and “against” a nominee, but shall exclude “abstentions” and “broker non-votes” with respect to that nominee’s election. If a director is not elected, the director shall tender his or her resignation to the Board of Directors. The Board of Directors will publicly disclose its decision with respect to whether to accept or reject the resignation, or whether other action should be taken and the rationale behind it within ninety (90) days from the date of the certification of the election results. The Board of Directors shall have the authority to adopt and amend appropriate Bylaws to implement this paragraph (a).
(b) Vacancies. Vacancies in the board of directors, including vacancies resulting from an increase in the number of directors, shall be filled only by a majority of the directors then in office, though less than a quorum, and
A-10 | 2024 Annual Meeting and Proxy Statement
each person so elected shall be a director to serve for the balance of the unexpired term and until his successor is duly elected and qualified.
(c) Cumulative Voting in Certain Circumstances
(i) Except as and to the extent otherwise provided in this paragraph (c) shareholders of the Corporation shall not be entitled to cumulative voting rights in any election of directors of the Corporation.
(ii) There shall be cumulative voting in any election of directors of the Corporation on or after the occurrence of both of the following events:
(A) the public announcement (which, for purposes of this definition, shall include, without limitation, a report filed pursuant to Section 13(d) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), by the Corporation or a 40% Shareholder that a 40% Shareholder has become such.
and
(B) such 40% Shareholder makes, or in any way participates in, directly or indirectly, any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) or becomes a “participant” in any “election contest” (as such terms are defined or used in Rule 14a-11 of the Exchange Act) with respect to the Corporation; seeks to advise or influence any person (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to the voting of any securities of the Corporation: or executes any written consent in lieu of a meeting of holders of the Voting Stock.
“40% Shareholder” shall mean any Person who or which, together with all Affiliates and Associate of such Person, shall be the Beneficial Owner of 40% or more of the Voting Stock but shall not include (i) the Corporation, (ii) any wholly owned Subsidiary, (iii) any employee benefit plan of the Corporation or of any Subsidiary, or (iv) any Person holding securities of the Corporation for or pursuant to the terms of any such plan.
Notwithstanding the foregoing, no Person shall become a “40% Shareholder” as the result of an acquisition of Common Stock by the Corporation which, by reducing the number of shares outstanding, increases the proportionate number of shares beneficially owned by such Person to 40% or more of the Voting Stock; provided, however, that if a Person who would otherwise be a 40% Shareholder but for the provisions of this sentence shall, after such share purchases by the Corporation, become the Beneficial Owner of any additional Voting Stock then such Person shall be deemed to be a “40% Shareholder.”
(iii) Certain Definitions. For purposes of this Article 8:
“Affiliate” and “Associate” shall have the respective meanings ascribed to such terms in rule 12b-2 of the General Rules and Regulations under the Exchange Act as in effect on May 3, 1990.
A Person shall be deemed the “Beneficial Owner” of and shall be deemed to “beneficially own” any securities:
(A) which such Person or any such Person’s affiliates or Associates beneficially owns, directly or indirectly:
(B) which such Person or any of such Person’s Affiliates or Associates has (A) the right to acquire (whether such right is exercisable immediately or only after the passage of time) pursuant to any agreement, arrangement or understanding (whether or not in writing), or upon the exercise of conversion rights, exchange rights, rights (other than the Rights granted pursuant to the Flip-In Rights Agreement and Flip-Over-Rights Agreement between the Corporation and American Stock Transfer & Trust Company, dated as of January 16, 1990), warrants or options, or otherwise or (B) the right to vote pursuant to any agreement, arrangement or understanding; provided, however, that a Person shall not be deemed the Beneficial Owner of, or to beneficially own, securities tendered pursuant to a tender or exchange offer made by or on behalf of such Person or any of such Person’s Affiliates or Associates until such tendered securities are accepted for purchase or exchange; or
2024 Annual Meeting and Proxy Statement | A-11
Pay vs Performance Disclosure - USD ($)
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12 Months Ended |
Dec. 31, 2023 |
Dec. 31, 2022 |
Dec. 31, 2021 |
Dec. 31, 2020 |
| Pay vs Performance Disclosure |
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| Pay vs Performance Disclosure, Table |
| | | | | | | | | | | | | | | | | | | | | | | Average | | | | | | | | | | | | | | | | | Summary | | | | | | | | | | | | | Summary | | | | Compensation | | Average | | Value of Initial Fixed $100 | | | | | | | Compensation | | | | Table | | Compensation | | Investment Based on: | | | | | | | Table | | Compensation | | Total for | | Actually Paid to | | West Total | | Peer Group Total | | | | | | | Total for | | Actually Paid to | | Non-PEO | | Non-PEO | | Shareholder | | Shareholder | | Net Income | | Revenue | Year | | PEO ($)(1) | | PEO ($)(1,2,3) | | NEOs ($)(1) | | NEOs ($)(1,2,3) | | Return ($) | | Return ($)(4) | | (GAAP)($MM) | | ($MM) (5) | 2023 | | 9,395,896 | | 16,987,422 | | 2,082,653 | | 3,165,717 | | 125 | | 126 | | 593 | | 2,950 | 2022 | | 7,905,061 | | (12,073,257) | | 1,772,404 | | (632,515) | | 83 | | 124 | | 586 | | 2,887 | 2021 | | 9,472,757 | | 35,095,275 | | 1,998,585 | | 5,071,519 | | 166 | | 126 | | 662 | | 2,832 | 2020 | | 7,642,296 | | 30,515,658 | | 1,873,373 | | 5,653,613 | | 100 | | 100 | | 346 | | 2,147 |
| (1) | For each year represented, our PEO and NEOs were as follows: |
| | | | | Officer | 2023 | 2022 | 2021 | 2020 | PEO | Eric Green | Eric Green | Eric Green | Eric Green | NEO | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett | NEO | Silji Abraham | Silji Abraham | Silji Abraham | Silji Abraham | NEO | Kimberly B. MacKay | Kimberly B. MacKay | David Montecalvo | David Montecalvo | NEO | Cindy Reiss-Clark | Cindy Reiss-Clark | Kimberly B. MacKay | George Miller |
| (2) | Amounts shown for Compensation “Actually Paid” are computed in accordance with Item 402(v) and do not reflect the actual amount of compensation earned by or paid to the NEOs during the applicable year. These amounts reflect total compensation as reported in the Summary Compensation Table with certain adjustments as described in footnote (3) below. |
| (3) | Compensation “Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used to calculate Compensation “Actually Paid” are based on our grant date fair value of these awards as disclosed in the company’s audited financial statements for the years reflected in the table below. |
Summary Compensation Table Total to Compensation “Actually Paid” Reconciliation for the PEO and Non-PEO NEOs | | | | | | | | | | | | | | | | | | | Calculation for PEO | | Calculation for Average of Non-PEO NEOs | Calculation(1) of Compensation “Actually Paid” | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | SCT Total Compensation | | 7,642,296 | | 9,472,757 | | 7,905,061 | | 9,395,896 | | 1,873,373 | | 1,998,585 | | 1,772,404 | | 2,082,653 | Less: Stock and Option Award Values Reported in SCT for the Covered Year | | (4,500,154) | | (5,500,108) | | (6,000,281) | | (6,500,268) | | (799,992) | | (762,613) | | (987,595) | | (1,062,670) | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year | | 10,107,843 | | 12,288,155 | | 4,429,188 | | 7,670,988 | | 1,833,089 | | 1,509,999 | | 734,313 | | 1,254,057 | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | 16,240,432 | | 19,186,892 | | (13,183,737) | | 3,050,648 | | 2,609,379 | | 2,238,405 | | (1,598,040) | | 416,668 | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year | | 979,621 | | (346,776) | | (5,103,659) | | 3,370,158 | | 137,764 | | 87,143 | | (553,597) | | 475,009 | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | | 45,620 | | (5,645) | | (119,829) | | — | | — | | — | | — | | — | Compensation “Actually Paid” | | 30,515,658 | | 35,095,275 | | (12,073,257) | | 16,987,422 | | 5,653,613 | | 5,071,519 | | (632,515) | | 3,165,717 |
| (1) | For the PEO and other NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date in accordance with Item 402(v). The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the SCT. | (4) | Reflects total shareholder return indexed to $100 per share for West and the S&P 500 Health Care Index (“Peer Group”), which is the industry line peer group reported in our 2023 Form 10-K. For each reporting year, TSR is measured as follows: |
| | | | Reporting Year | Beginning | End | Number of Years | 2023 | 1/2/2020 | 12/31/2023 | 4 | 2022 | 1/2/2020 | 12/31/2022 | 3 | 2021 | 1/2/2020 | 12/31/2021 | 2 | 2020 | 1/2/2020 | 12/31/2020 | 1 |
| (5) | Pursuant to Item 402(v), we determined West’s revenue to be the most important financial performance measure used to link Company performance to Compensation “Actually Paid” to our PEO and other NEOs, and this is designated as our Company-Selected Measure for 2023. This performance measure may not have been the most important financial performance measure for years 2020 through 2022, and we may determine a different financial performance measure to be the most important such measure in future years. |
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| Company Selected Measure Name |
Revenue
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| Named Executive Officers, Footnote |
| (1) | For each year represented, our PEO and NEOs were as follows: |
| | | | | Officer | 2023 | 2022 | 2021 | 2020 | PEO | Eric Green | Eric Green | Eric Green | Eric Green | NEO | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett | Bernard J. Birkett | NEO | Silji Abraham | Silji Abraham | Silji Abraham | Silji Abraham | NEO | Kimberly B. MacKay | Kimberly B. MacKay | David Montecalvo | David Montecalvo | NEO | Cindy Reiss-Clark | Cindy Reiss-Clark | Kimberly B. MacKay | George Miller |
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| Peer Group Issuers, Footnote |
| (4) | Reflects total shareholder return indexed to $100 per share for West and the S&P 500 Health Care Index (“Peer Group”), which is the industry line peer group reported in our 2023 Form 10-K. For each reporting year, TSR is measured as follows: |
| | | | Reporting Year | Beginning | End | Number of Years | 2023 | 1/2/2020 | 12/31/2023 | 4 | 2022 | 1/2/2020 | 12/31/2022 | 3 | 2021 | 1/2/2020 | 12/31/2021 | 2 | 2020 | 1/2/2020 | 12/31/2020 | 1 |
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| PEO Total Compensation Amount |
$ 9,395,896
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$ 7,905,061
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$ 9,472,757
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$ 7,642,296
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| PEO Actually Paid Compensation Amount |
$ 16,987,422
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(12,073,257)
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35,095,275
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30,515,658
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| Adjustment To PEO Compensation, Footnote |
| (3) | Compensation “Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used to calculate Compensation “Actually Paid” are based on our grant date fair value of these awards as disclosed in the company’s audited financial statements for the years reflected in the table below. |
Summary Compensation Table Total to Compensation “Actually Paid” Reconciliation for the PEO and Non-PEO NEOs | | | | | | | | | | | | | | | | | | | Calculation for PEO | | Calculation for Average of Non-PEO NEOs | Calculation(1) of Compensation “Actually Paid” | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | SCT Total Compensation | | 7,642,296 | | 9,472,757 | | 7,905,061 | | 9,395,896 | | 1,873,373 | | 1,998,585 | | 1,772,404 | | 2,082,653 | Less: Stock and Option Award Values Reported in SCT for the Covered Year | | (4,500,154) | | (5,500,108) | | (6,000,281) | | (6,500,268) | | (799,992) | | (762,613) | | (987,595) | | (1,062,670) | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year | | 10,107,843 | | 12,288,155 | | 4,429,188 | | 7,670,988 | | 1,833,089 | | 1,509,999 | | 734,313 | | 1,254,057 | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | 16,240,432 | | 19,186,892 | | (13,183,737) | | 3,050,648 | | 2,609,379 | | 2,238,405 | | (1,598,040) | | 416,668 | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year | | 979,621 | | (346,776) | | (5,103,659) | | 3,370,158 | | 137,764 | | 87,143 | | (553,597) | | 475,009 | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | | 45,620 | | (5,645) | | (119,829) | | — | | — | | — | | — | | — | Compensation “Actually Paid” | | 30,515,658 | | 35,095,275 | | (12,073,257) | | 16,987,422 | | 5,653,613 | | 5,071,519 | | (632,515) | | 3,165,717 |
| (1) | For the PEO and other NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |
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| Non-PEO NEO Average Total Compensation Amount |
$ 2,082,653
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1,772,404
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1,998,585
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1,873,373
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| Non-PEO NEO Average Compensation Actually Paid Amount |
$ 3,165,717
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(632,515)
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5,071,519
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5,653,613
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| Adjustment to Non-PEO NEO Compensation Footnote |
| (3) | Compensation “Actually Paid” reflects the exclusions and inclusions of equity awards for the PEO and the other NEOs as set forth below and calculated in accordance with FASB ASC Topic 718. The valuation methodologies and assumptions used to calculate Compensation “Actually Paid” are based on our grant date fair value of these awards as disclosed in the company’s audited financial statements for the years reflected in the table below. |
Summary Compensation Table Total to Compensation “Actually Paid” Reconciliation for the PEO and Non-PEO NEOs | | | | | | | | | | | | | | | | | | | Calculation for PEO | | Calculation for Average of Non-PEO NEOs | Calculation(1) of Compensation “Actually Paid” | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | | 2020 ($) | | 2021 ($) | | 2022 ($) | | 2023 ($) | SCT Total Compensation | | 7,642,296 | | 9,472,757 | | 7,905,061 | | 9,395,896 | | 1,873,373 | | 1,998,585 | | 1,772,404 | | 2,082,653 | Less: Stock and Option Award Values Reported in SCT for the Covered Year | | (4,500,154) | | (5,500,108) | | (6,000,281) | | (6,500,268) | | (799,992) | | (762,613) | | (987,595) | | (1,062,670) | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year | | 10,107,843 | | 12,288,155 | | 4,429,188 | | 7,670,988 | | 1,833,089 | | 1,509,999 | | 734,313 | | 1,254,057 | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years | | 16,240,432 | | 19,186,892 | | (13,183,737) | | 3,050,648 | | 2,609,379 | | 2,238,405 | | (1,598,040) | | 416,668 | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year | | 979,621 | | (346,776) | | (5,103,659) | | 3,370,158 | | 137,764 | | 87,143 | | (553,597) | | 475,009 | Less: Aggregate Change in Actuarial Present Value of Pension Benefits | | 45,620 | | (5,645) | | (119,829) | | — | | — | | — | | — | | — | Compensation “Actually Paid” | | 30,515,658 | | 35,095,275 | | (12,073,257) | | 16,987,422 | | 5,653,613 | | 5,071,519 | | (632,515) | | 3,165,717 |
| (1) | For the PEO and other NEOs, for each covered year, service cost and prior service cost of pension benefits equals $0, fair value of awards that are granted and vest in the same covered fiscal year equals $0, and fair value of awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the covered fiscal year equals $0. |
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| Equity Valuation Assumption Difference, Footnote |
Equity Valuations: Stock option grant date fair values are calculated based on the Black-Scholes option pricing model as of date of grant. Adjustments have been made using stock option fair values as of each measurement date using the stock price as of the measurement date and updated assumptions (i.e., term, volatility, dividend yield, risk free rates) as of the measurement date. Performance-based restricted share unit grant date fair values are calculated using the stock price as of date of grant assuming target performance. Adjustments have been made using the stock price and performance accrual modifier as of year-end and as of the date of vest. Time-based restricted share unit grant date fair values are calculated using the stock price as of date of grant. Adjustments have been made using the stock price as of year-end and as of each vesting date in accordance with Item 402(v). The aggregate change in actuarial present value of accumulated benefit under pension plans reflects the amount reported for the applicable year in the SCT.
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| Compensation Actually Paid vs. Total Shareholder Return |
 
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| Compensation Actually Paid vs. Net Income |
 
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| Compensation Actually Paid vs. Company Selected Measure |
 
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| Total Shareholder Return Vs Peer Group |
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| Tabular List, Table |
Listed below are the financial and non-financial performance measures which in our assessment represent the most important performance measures we used during 2023 to link Compensation “Actually Paid” to our PEO and other NEOs to company performance. Most Important Performance Measures | Earnings per Share | Revenue | Operating Cash Flow | Consolidated Gross Profit | Sales Compounded Annual Growth Rate | Return on Invested Capital |
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| Total Shareholder Return Amount |
$ 125
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83
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166
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100
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| Peer Group Total Shareholder Return Amount |
126
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124
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126
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100
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| Net Income (Loss) |
$ 593,000,000
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$ 586,000,000
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$ 662,000,000
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$ 346,000,000
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| Company Selected Measure Amount |
2,950,000,000
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2,887,000,000
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2,832,000,000
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2,147,000,000
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| PEO Name |
Eric Green
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| Measure:: 1 |
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| Pay vs Performance Disclosure |
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| Name |
Earnings per Share
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| Measure:: 2 |
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| Pay vs Performance Disclosure |
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| Name |
Revenue
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| Non-GAAP Measure Description |
| (5) | Pursuant to Item 402(v), we determined West’s revenue to be the most important financial performance measure used to link Company performance to Compensation “Actually Paid” to our PEO and other NEOs, and this is designated as our Company-Selected Measure for 2023. This performance measure may not have been the most important financial performance measure for years 2020 through 2022, and we may determine a different financial performance measure to be the most important such measure in future years. |
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| Measure:: 3 |
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| Pay vs Performance Disclosure |
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| Name |
Operating Cash Flow
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| Measure:: 4 |
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| Pay vs Performance Disclosure |
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| Name |
Consolidated Gross Profit
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| Measure:: 5 |
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| Pay vs Performance Disclosure |
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| Name |
Sales Compounded Annual Growth Rate
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| Measure:: 6 |
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| Pay vs Performance Disclosure |
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| Name |
Return on Invested Capital
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| Service Cost and Prior Service Cost of Pension Benefits |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
$ 0
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$ 0
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$ 0
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$ 0
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| Fair Value of Awards Granted and Vest |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
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0
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0
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0
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| Fair Value of Awards Granted that are Determined to Fail to Meet the Applicable Vesting Conditions |
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| Pay vs Performance Disclosure |
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| Adjustment to Compensation, Amount |
0
|
0
|
0
|
0
|
| PEO | Less: Stock and Option Award Values Reported in SCT for the Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(6,500,268)
|
(6,000,281)
|
(5,500,108)
|
(4,500,154)
|
| PEO | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
7,670,988
|
4,429,188
|
12,288,155
|
10,107,843
|
| PEO | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,050,648
|
(13,183,737)
|
19,186,892
|
16,240,432
|
| PEO | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
3,370,158
|
(5,103,659)
|
(346,776)
|
979,621
|
| PEO | Less: Aggregate Change in Actuarial Present Value of Pension Benefits |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
|
(119,829)
|
(5,645)
|
45,620
|
| Non-PEO NEO | Less: Stock and Option Award Values Reported in SCT for the Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
(1,062,670)
|
(987,595)
|
(762,613)
|
(799,992)
|
| Non-PEO NEO | Plus: Fair Value for Stock and Option Awards Granted in the Covered Year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
1,254,057
|
734,313
|
1,509,999
|
1,833,089
|
| Non-PEO NEO | Change in Fair Value of Outstanding Unvested Stock and Option Awards from Prior Years |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
416,668
|
(1,598,040)
|
2,238,405
|
2,609,379
|
| Non-PEO NEO | Change in Fair Value of Stock and Options Awards from Prior Years that Vested in the Covered year |
|
|
|
|
| Pay vs Performance Disclosure |
|
|
|
|
| Adjustment to Compensation, Amount |
$ 475,009
|
$ (553,597)
|
$ 87,143
|
$ 137,764
|