Item 6. EXHIBITS

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Item 6. EXHIBITS

Amendments to Amended and Restated Bylaws

On October 23, 2023, the Board of Directors ("Board) of the Company approved an amendment and restatement of the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately. The amendments include various updates to bring the bylaws in line with the Company’s current governance practices and to reflect changes in practice and applicable law and regulatory developments since the last amendment to our Bylaws on February 23, 2021. Among other items, these changes facilitate and supplement the SEC’s Universal Proxy Card (“UPC”) Rules, modernize our Advance Notice requirements and make clarifications to address provisions in the Pennsylvania Business Corporation Law pursuant to which we are incorporated. The specific changes include:


Article I, Section 1(d)						Clarifies presiding officer’s ability to determine and regulate business in accordance with Pennsylvania law
Article I, Section 3(b)						White proxy card reserved for management and shareholder soliciting proxies must use a different color and clarifies process for granting proxies in accordance with Pennsylvania law
Article I, Section 3(d)						Clarifies shareholder list may not be available if provided to judges of election in accordance with Pennsylvania law

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Article I, Section 5(a)						Number of shareholder nominees cannot exceed number of directors up for election
Article I, Section 5(a) and Section 6(a)						Proposing shareholders or their qualified representative is required to be present at the meeting and proposing shareholder must own shares through date of the meeting
Article I, Section 5(b)						Requires shareholders to use proxy access or advance notice process for nominations and eliminates simple recommendation process
Article I, Section 5(b) and Section 6(a)						Requires shareholders to update and supplement information as of the record date and prior to meeting
Article I, Section 5(b)(1) and Section 6(a)						Clarifies shareholders are not entitled to make additional or substitute nominations or proposals after deadline
Article I, Section 5(b)(1)						Advance notice of nomination procedures apply to special meetings
Article I, Section 5(c)						Proposed nominees must make themselves available for interviews if requested
Article I, Section 5(b)(2)(c)(xvi)						Nominating shareholders must declare intent to solicit proxies in accordance with UPC Rules and agree it will comply
Article I, Section 5(b)(2)(F) and Section 9						Nominees must consent to being named in the proxy materials and intends to serve for the entire term
Article I, Section 5(d)						Nominations that do not meet the UPC Rules will be disregarded
Article I, Section 6(a)						Shareholder’s proposed business must be proper subject for shareholder action and not expressly reserved for action by the Board
Article I, Section 6(b)						Shareholders must include information required by applicable law, additional information regarding relationships and rationale for why the proposal is in the best interests of the Company
Article I, Section 7(h)(3)						Broadened the scope of related parties in order to more fully analyze the proposal
Article I, Section 7(a)						Nomination or proposal may be omitted if a shareholder or related party takes action contrary to representations or the notice is untrue
Article I, Section 7(g)						Proposing shareholders cannot contain untrue, incorrect or incomplete information and must be updated to be true, accurate and complete
Article II, Section 7						Clarifies Board’s ability to act by unanimous written consent in accordance with Pennsylvania law
Article II, Section 8						Clarifies the Board may fill a vacancy resulting from a future resignation in accordance with Pennsylvania law and aligns proxy access provisions with other changes made due to adoption of the UPC Rules
Article II, Section 11						Clarifies Board’s authority to fix compensation in accordance with Pennsylvania law
Article IV						Aligns indemnification and expense advancement provisions with prevailing market practices
Article VII						Clarifies the authority and function of Board may not be varied by a bylaw adopted by shareholders without approval by the Board also in accordance with applicable Pennsylvania law

The summary herein is qualified in its entirety by reference to the Amended and Restated Bylaws, a copy of which is filed with this Quarterly Report on Form 10-Q as Exhibit 3.2 and is incorporated herein by reference.

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Exhibit Number			Description
3.1			Our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).
3.2			Our Amended and Restated Bylaws (effective October 23, 2023)
4.1			Form of stock certificate for common stock (incorporated by reference to Exhibit 4 to the Company's 1998 Form 10-K, filed May 6, 1999).
4.2			Article 5, 6, 8(c) and 9 of our Amended and Restated Articles of Incorporation (incorporated by reference to Exhibit 3.1 to the Company's Form 10-Q report for the quarter ended June 30, 2020, filed July 24, 2020).
4.3			Article I and V of our Bylaws, as amended through February 23, 2021 (incorporated by reference from our Form 8-k, filed March 1, 2021).
4.4 (1)			Instruments defining the rights of holders of long-term debt securities of West and its subsidiaries have been omitted.
10.1			Credit Agreement, dated as of March 28, 2019, between West, certain of its subsidiaries, the lenders party thereto from time to time, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender; Merrill Lynch, Pierce, Fenner & Smith Incorporated, Wells Fargo Securities, LLC, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, MUFG Bank, Ltd., and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference from our Form 8-k, filed April 1, 2019).
10.2			LIBOR Transition Amendment to the Credit Agreement, dated as of March 28, 2019, between West, each of the lenders party thereto from time to time, and Bank of America, N.A (incorporated by reference to Exhibit 10.1 to the Company's Form 10-Q report for the quarter ended September 30, 2021, filed October 28, 2021).
10.3			Credit Agreement Second Amendment and Joinder and Assumption Agreement, dated as of March 31, 2022, between West, certain of its subsidiaries, the lenders party thereto from time-to-time, Bank of America, N.A., as Administrative Agent, Swing Line Lender and an Issuing Lender; BOFA Securities, Inc., Wells Fargo Securities, LLC, U.S. Bank National Association, and JPMorgan Chase Bank, N.A., as Joint Lead Arrangers and Joint Bookrunners, and Wells Fargo Bank, National Association, U.S. Bank National Association, and JPMorgan Chase Bank, N.A., as Co-Syndication Agents (incorporated by reference from our Form 8-k, filed April 1, 2022).
31.1			Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2			Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*			Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*			Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS			The instance document does not appear in the interactive data file because its XBRL tags are embedded within the inline XBRL document.
101.SCH			Inline XBRL Taxonomy Extension Schema Document
101.CAL			Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB			Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE			Inline XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF			Inline XBRL Taxonomy Extension Definition Linkbase Document
104			Inline XBRL for the cover page of this Quarterly Report on Form 10-Q, included in the Exhibit 101 Inline XBRL Document Set.

(1) We agree to furnish to the SEC, upon request, a copy of each instrument with respect to issuances of long-term debt of the Company and its subsidiaries.

Furnished, not filed.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, West Pharmaceutical Services, Inc. has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

WEST PHARMACEUTICAL SERVICES, INC.

(Registrant)

By: /s/ Bernard J. Birkett

Bernard J. Birkett

Senior Vice President, Chief Financial and Operations Officer

October 26, 2023

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