Item 2.02 Results of Operations and Financial Condition.

On November 1, 2022, Catalent, Inc. (the "Company") issued an earnings release setting forth the Company's financial results for its first quarter ended September 30, 2022. As previously announced, the Company reorganized its operating and reporting segments as of July 1, 2022. This reorganization has no impact on the Company's historical consolidated financial position, results of operations, or cash flows. In order to have available to investors historical information on a basis consistent with its new reporting structure, the Company's release includes recasted historical segment information that conforms to the new reporting structure. Thus, included in the Company's earnings release are supplemental schedules containing unaudited recast segment data for the three months ended September 30, 2021 and 2020, the three and six months ended December 31, 2021 and 2020, the three and nine months ended March 31, 2022 and 2021, the three months ended June 30, 2022 and 2021, and the fiscal years ended June 30, 2022, 2021, and 2020. The recast financial information contained in Exhibit 99.1 does not represent a restatement or reissuance of previously issued financial statements. The earnings release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference. The unaudited recast segment information in this item 2.02, including the exhibits in item 9.01, is based on and should be read in conjunction with the Company's Annual Report on Form 10-K for the year ended June 30, 2022 and the Company's quarterly reports on Form 10-Q for the periods ended September 30, 2021, December 31, 2021 and March 31, 2022.

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 Current Report on 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 5.07. Submission of Matters to a Vote of Security Holders

On October 27, 2022, the Company held its 2022 Annual Meeting of shareholders, at which shareholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the U.S. Securities and Exchange Commission (the "SEC") on September 16, 2022 (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 2023 Annual Meeting or until their respective successors are duly elected and qualified:



                             FOR            AGAINST         ABSTAIN        BROKER NON-VOTES
Madhavan Balachandran    160,740,735       3,692,669        20,264            2,459,442
Michael J. Barber        163,212,543       1,221,017        20,108            2,459,442
J. Martin Carroll        155,422,585       9,010,732        20,351            2,459,442
John Chiminski           162,116,053       2,318,249        19,366            2,459,442
Rolf Classon             162,970,071       1,463,493        20,104            2,459,442
Rosemary A. Crane        160,339,053       4,094,375        20,240            2,459,442
Karen Flynn              163,970,691        463,874         19,103            2,459,442
John Greisch             162,674,908       1,457,186        321,574           2,459,442
Christa Kreuzburg        161,769,883       2,663,548        20,237            2,459,442
Gregory T. Lucier        142,147,182       22,286,324       20,162            2,459,442
Alessandro Maselli       164,312,311        121,754         19,603            2,459,442
Donald E. Morel, Jr.     164,203,097        230,481         20,090            2,459,442


                                       2

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Jack Stahl         164,208,881        224,568       20,219      2,459,442
Peter Zippelius    164,208,697        224,210       20,761      2,459,442

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 2023.



        FOR            AGAINST        ABSTAIN
    165,451,354       1,442,665       19,091

Proposal No. 3 - Non-Binding Vote on Executive Compensation (Say-on-Pay)

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



        FOR            AGAINST        ABSTAIN        BROKER NON-VOTES
    156,798,263       7,319,365       336,040           2,459,442

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

     99.1               Earnings release, November 1, 2022, issued by Catalent, Inc.
        104             The cover page from this Current Report on Form 8-K, formatted in Inline
                        XBRL.

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