Emergent BioSolutions (EBS) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on April 29, 2026, with stockholders able to vote and submit questions online.

• The company is executing a multi-year transformation strategy, focusing on public health threats and expanding its product portfolio, including opioid emergency preparedness and medical countermeasures.

• 2025 saw significant financial improvement: revenue of $742.9M, net income of $52.6M, and adjusted EBITDA of $205M, with $100M debt repaid and a $24.8M stock repurchase.

• The company was added to the Russell 3000® Index and expanded its product distribution and partnerships.

Voting matters and shareholder proposals

• Four Class II directors are up for election for terms expiring in 2029.

• Ratification of Ernst & Young LLP as independent auditor for 2026.

• Advisory vote on 2025 executive compensation (say-on-pay).

• Approval of an amendment to the Stock Incentive Plan to increase available shares by 5,000,000.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, divided into three classes with staggered three-year terms.

• Majority of directors are independent; board is led by an independent chairman.

• Five standing committees: Audit and Finance, Compensation, Nominating and Corporate Governance, Scientific Review, and Quality, Compliance, Manufacturing and Risk Management.

• Board and committees conduct annual self-evaluations and oversee sustainability and corporate responsibility.

• Director compensation was increased for 2026, with annual equity awards now $270,000 and a shift to 75% RSUs and 25% stock options.