---
schema_version: "secwatch.filing_event.v1"
accession: "0000947871-24-000101"
form_type: "8-K"
ticker: "EMBC"
cik: "0001872789"
company_name: "Embecta Corp."
filed_at: "2024-02-09T23:59:59+00:00"
generated_at: "2026-06-06T04:58:48.681134+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.2
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Embecta shareholders elect three directors, ratify auditor, approve say-on-pay and equity plan amendment

## Summary
- Elected Dr. Milton Morris, Dr. Claire Pomeroy, Karen Prange as Class II directors with >45.9M votes each.
- Ratified Ernst & Young as independent auditor for fiscal 2024: 51.6M for, 96.7K against.
- Advisory say-on-pay approved: 46.0M for, 586K against, 5.1M broker non-votes.
- Equity-based compensation plan amendment approved: 42.5M for, 4.1M against, 5.1M broker non-votes.

## SEC filing metadata
- accession: 0000947871-24-000101
- form_type: 8-K
- ticker: EMBC
- cik: 0001872789
- company_name: Embecta Corp.
- filed_at: 2024-02-09T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.2
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/0000947871-24-000101-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/ss3011597_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000947871-24-000101
- JSON: https://secwatch.observer/filing/0000947871-24-000101.json
- Plain text: https://secwatch.observer/filing/0000947871-24-000101.txt

## Key facts
- Shareholder Votes
  Embecta Corp. shareholders approved All of the Board of Directors’ Class II nominees for director were elected to serve for a term of two years (until the 2026 annual meeting of stockholders), by the votes set forth in the table below. at the 2024-02-07 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2024-02-07
  source text: Embecta Corp. (“embecta”) held its Annual Meeting of Stockholders on February 7, 2024 (the “2024 Annual Meeting”) . The final voting results for each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows: Proposal No. 1 : All of the Board of Directors’ Class II nominees for director were elected to serve for a term of two years (until the 2026 annual meeting of stockholders), by the votes set forth in the table below. Nominee For Against Abstain Broker Non-Vote Dr. Milton M. Morris 46,537,216 89,283 42,161 5,070,312 Dr. Claire Pomeroy 45,921,180 706,169 41,311 5,070,312 Karen N. Prange 46,385,304 242,159 41,197 5,070,312 Proposal No. 2 : The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders by the votes set forth in the table below. For Against Abstain Broker Non-Votes 51,579,075 96,703 63,194 N/A Proposal No. 3 : The stockholders approved, on an adviso
  evidence_url: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/0000947871-24-000101-index.htm
- Shareholder Votes
  Embecta Corp. shareholders approved The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders by the votes set forth in the table below. at the 2024-02-07 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2024-02-07
  source text: Embecta Corp. (“embecta”) held its Annual Meeting of Stockholders on February 7, 2024 (the “2024 Annual Meeting”) . The final voting results for each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows: Proposal No. 1 : All of the Board of Directors’ Class II nominees for director were elected to serve for a term of two years (until the 2026 annual meeting of stockholders), by the votes set forth in the table below. Nominee For Against Abstain Broker Non-Vote Dr. Milton M. Morris 46,537,216 89,283 42,161 5,070,312 Dr. Claire Pomeroy 45,921,180 706,169 41,311 5,070,312 Karen N. Prange 46,385,304 242,159 41,197 5,070,312 Proposal No. 2 : The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders by the votes set forth in the table below. For Against Abstain Broker Non-Votes 51,579,075 96,703 63,194 N/A Proposal No. 3 : The stockholders approved, on an adviso
  evidence_url: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/0000947871-24-000101-index.htm
- Shareholder Votes
  Embecta Corp. shareholders approved The stockholders approved an amendment to the Embecta Corp. 2022 Employee and Director Equity-Based Compensation Plan by the votes set forth in the table below. at the 2024-02-07 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2024-02-07
  source text: Embecta Corp. (“embecta”) held its Annual Meeting of Stockholders on February 7, 2024 (the “2024 Annual Meeting”) . The final voting results for each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows: Proposal No. 1 : All of the Board of Directors’ Class II nominees for director were elected to serve for a term of two years (until the 2026 annual meeting of stockholders), by the votes set forth in the table below. Nominee For Against Abstain Broker Non-Vote Dr. Milton M. Morris 46,537,216 89,283 42,161 5,070,312 Dr. Claire Pomeroy 45,921,180 706,169 41,311 5,070,312 Karen N. Prange 46,385,304 242,159 41,197 5,070,312 Proposal No. 2 : The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders by the votes set forth in the table below. For Against Abstain Broker Non-Votes 51,579,075 96,703 63,194 N/A Proposal No. 3 : The stockholders approved, on an adviso
  evidence_url: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/0000947871-24-000101-index.htm
- Shareholder Votes
  Embecta Corp. shareholders approved The stockholders approved, on an advisory, non-binding basis, the compensation of embecta’s named executive officers by the votes set forth in the table below. at the 2024-02-07 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2024-02-07
  source text: Embecta Corp. (“embecta”) held its Annual Meeting of Stockholders on February 7, 2024 (the “2024 Annual Meeting”) . The final voting results for each of the matters submitted to a vote of stockholders at the 2024 Annual Meeting are as follows: Proposal No. 1 : All of the Board of Directors’ Class II nominees for director were elected to serve for a term of two years (until the 2026 annual meeting of stockholders), by the votes set forth in the table below. Nominee For Against Abstain Broker Non-Vote Dr. Milton M. Morris 46,537,216 89,283 42,161 5,070,312 Dr. Claire Pomeroy 45,921,180 706,169 41,311 5,070,312 Karen N. Prange 46,385,304 242,159 41,197 5,070,312 Proposal No. 2 : The appointment of Ernst & Young LLP as embecta’s independent registered public accounting firm for fiscal year 2024 was ratified by the stockholders by the votes set forth in the table below. For Against Abstain Broker Non-Votes 51,579,075 96,703 63,194 N/A Proposal No. 3 : The stockholders approved, on an adviso
  evidence_url: https://www.sec.gov/Archives/edgar/data/1872789/000094787124000101/0000947871-24-000101-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.