Item 2.02  Results of Operations and Financial Condition.
On November 2, 2021, Catalent, Inc. (the "Company") issued an earnings release
setting forth the Company's first quarter ended September 30, 2021 financial
results. The earnings release is furnished as Exhibit 99.1 hereto and is
incorporated herein by reference.

As provided in General Instruction B.2 of Form 8-K, Exhibit 99.1 and the
information contained in this Item 2.02 of this Form 8-K shall not be deemed to
be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), nor shall they be deemed to be incorporated by
reference in any filing under the Exchange Act or the Securities Act of 1933, as
amended, except as shall be expressly set forth by specific reference in such a
filing.


Item 3.03  Material Modification to Rights of Security Holders

The information set forth under Item 5.03 below is incorporated by reference in this Item 3.03.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(d) Pursuant to the Company's Certificate of Designation of Preferences, Rights
and Limitations of Series A Convertible Preferred Stock, as amended (the
"Certificate of Designation"), and the Stockholders' Agreement, dated as of May
17, 2019 (the "Stockholders' Agreement"), among the Company and the holders (the
"Series A Holders") of the Company's Series A Convertible Preferred Stock (the
"Series A Preferred"), the Series A Holders are entitled to nominate and elect,
voting separately as a class, one director to the Company's Board of Directors
(the "Board"). The Series A Holders have unanimously designated and voted to
elect Peter Zippelius, their current designee on the Board, to a one-year term
ending at the Company's 2022 Annual Meeting of shareholders. Mr. Zippelius's
background and the terms of his engagement as a director are set forth in the
sections titled "Series A Preferred Director Nominee" and "Transactions with
Related Persons" in the Company's definitive Proxy Statement on Schedule 14A
filed with the U.S. Securities and Exchange Commission (the "SEC") on September
17, 2021 (the "Proxy Statement"), which sections are incorporated herein by
reference.

Descriptions of the material terms of the Certificate of Designation and the
Stockholders' Agreement are set forth in the sections titled "Certificate of
Designation of the Series A Preferred Stock" and "Stockholders' Agreement" under
Item 1.01 of the Company's Current Report on Form 8-K filed with the SEC on May
22, 2019, which sections are incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws

Certificate of Incorporation



On October 28, 2021, the Company held its 2021 annual meeting of shareholders
(the "2021 Annual Meeting"), at which the Company's shareholders approved three
proposals to amend and restate the Company's Third Amended and Restated
Certificate of Incorporation (the "Existing Certificate"), approving the form of
amended and restated version of the Existing Certificate (the "Restated
Certificate") that the Board had approved on January 28, 2021. A description of
the material terms of the revisions to the Existing Certificate is set forth
under the headings "Proposal 5: Amend our Certificate of Incorporation to Remove
the Limitation on Calling Shareholder Special Meetings," "Proposal 6: Amend our
Certificate of Incorporation to Add a Federal Forum Selection Provision," and
"Proposal 7: Amend and Restate our Certificate of Incorporation to (i) Eliminate
the Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive
and Conforming Changes" in the Proxy Statement, which is incorporated herein by
reference and which is qualified in its entirety by reference to the Restated
Certificate, which is filed herewith as Exhibit 3.1 and is also incorporated
herein by reference. The Restated Certificate became effective upon its filing
with the Secretary of State of the State of Delaware on October 28, 2021.

                                       2
--------------------------------------------------------------------------------

Bylaws



On October 28, 2021, following the approval by the Company's shareholders of the
Restated Certificate, and pursuant to a resolution of the Board at its January
28, 2021 meeting, an amendment and restatement of the Company's Bylaws (the
"Bylaws") became effective. A copy of the Bylaws, as amended and restated, is
attached as Exhibit 3.2 hereto and is incorporated herein by reference. The
following summary of the material changes to the Bylaws is qualified in its
entirety by reference to the text of the exhibit.

  Section of Existing Bylaws                            Summary of

Amendment


             2.02              Amended to provide for the calling of

special meetings of the Company's


                               shareholders by shareholders holding an

aggregate of 40% or more of the


                               Company's outstanding common stock.
          2.03(A)(3)           Amended to require additional disclosures in respect of shareholder
                               nominees for election to the Board and of the shareholder making such
                               nomination.
             2.11              Amended to provide that the Board, in its sole discretion, may
                               determine that any annual or special meeting of shareholders may be
                               held solely by means of remote communication.
          4.04 (new)           Amended to designate President as an officer position separate from the
                               Chief Executive Officer.
     4.07 (formerly 4.06)      Amended to simplify and clarify the duties of the Company's Treasurer.
     4.13 (formerly 4.12)      Amended to allow for delegation of authority by a Company officer in
                               any manner, or pursuant to any policy, approved by (a) the Company's
                               Chief Executive Officer, President or Chief Financial Officer, and (b)
                               the Company's Secretary.
             6.01              Amended to provide for delivery of notice to shareholders by courier
                               service in addition to delivery by mail.
           Various             Conforming amendments to reflect the changes to Section 2.02, Section
                               2.11 and Section 4.04 of the Bylaws.

Item 5.07 Submission of Matters to a Vote of Security Holders.



On October 28, 2021, the Company held its 2021 Annual Meeting of shareholders,
at which shareholders voted on the matters disclosed in the Proxy Statement. The
final voting results for the matters submitted to a vote of shareholders were as
follows:

Proposal No. 1 - Election of Directors

The Company's shareholders elected the persons listed below as directors for a one-year term expiring at the 2022 Annual Meeting or until their respective successors are duly elected and qualified:



                             FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
Madhavan Balachandran    158,626,615       2,523,458        11,275            2,952,263
Michael J. Barber        160,706,987        442,630         11,731            2,952,263
J. Martin Carroll        147,472,036       13,641,336       47,976            2,952,263
John Chiminski           155,770,493       5,038,675        352,180           2,952,263
Rolf Classon             159,748,175       1,401,811        11,362            2,952,263
Rosemary A. Crane        159,172,559       1,978,002        10,787            2,952,263
John Greisch             160,052,604       1,097,622        11,122            2,952,263
Christa Kreuzburg        159,180,278       1,964,095        16,975            2,952,263


                                       3

--------------------------------------------------------------------------------


Gregory T. Lucier       137,797,633        23,352,566       11,149      2,952,263
Donald E. Morel, Jr.    160,762,702         387,516         11,130      2,952,263
Jack Stahl              160,769,484         380,672         11,192      2,952,263

Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm

The Company's shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2022.



                              FOR            AGAINST        ABSTAIN
                          163,085,282       1,015,876       12,453

Proposal No. 3 - Non-Binding Vote on Executive Compensation



The Company's shareholders approved, in a non-binding advisory vote, the
compensation paid to the Company's named executive officers as disclosed in the
Proxy Statement.

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                 156,030,416       5,100,577       30,355            2,952,263

Proposal No. 4 - Non-Binding Vote on the Frequency of Non-Binding Votes on Executive Compensation



The Company's shareholders, in a non-binding advisory vote, selected annual as
the recommended frequency for future non-binding shareholder votes on executive
compensation.

                     ONE YEAR        TWO YEARS      THREE YEARS        ABSTAIN
                    158,971,906       764,463        1,409,463         15,516

Proposal No. 5 - Amend the Existing Certificate to Remove the Limitation on Calling Shareholder Special Meetings



The Company's shareholders approved the amendment of the Existing Certificate to
remove the restriction on the ability of shareholders to call a special meeting
of the Company's shareholders.

                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                 161,110,076        37,235         14,037            2,952,263

Proposal No. 6 - Amend the Existing Certificate to Add a Federal Forum Selection Provision

The Company's shareholders approved the amendment of the Existing Certificate to add a federal forum provision for claims under the Securities Act of 1933.



                    FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
                129,293,882       31,851,110       16,356            2,952,263




                                       4

--------------------------------------------------------------------------------

Proposal No. 7 - Amend and Restate the Existing Certificate to (i) Eliminate the
Supermajority Vote Requirement for Amendments and (ii) Make Non-Substantive and
Conforming Changes

The Company's shareholders approved the amendment and restatement of the Existing Certificate to (i) remove the supermajority restrictions on the amendment of certain portions of the Existing Certificate and (ii) make non-substantive and conforming changes.



                     FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
                 161,128,426        23,914          9,008            2,952,263


Item 9.01   Financial Statements and Exhibits.
d.  Exhibits. The following exhibits are filed (or, in the case of Exhibit 99.1,
furnished) as part of this Current Report on Form 8-K.

Exhibit No. Description



                         Fourth Amended and Restated Certificate of

Incorporation of Catalent, Inc.,


       3.1               as filed with the Secretary of State of the State

of Delaware on October 28,


                         2021
       3.2               Bylaws of Catalent, Inc., effective October 28, 2021

      99.1               Earnings release, November 2, 2021, issued by Catalent, Inc.
                         The cover page from this Current Report on Form

8-K, formatted in Inline


         104             XBRL.

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