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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.          )

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Dear Shareholders,

At West, Pharmaceutical Services, Inc.our mission is to improve patient lives. We do this through the products we offer to our customers—the world's leading pharmaceutical and biotechnology companies. However, supporting patient health means more to us than simply delivering products to the market, especially at this time across the globe as we deal with the COVID-19 pandemic.

NoticeOur team of 2018 Annual Meetingmore than 8,000 people across the globe knows that behind every product we make, is a patient for whom that product helps deliver life-saving medicines or treatments. This patient-first focus drives our team to pursue excellence in the quality of everything we produce, to serve as scientific and technical experts in our field, and to operate with integrity every day. As a result, our customers continue to seek West as a supplier of choice, and in 2019, our team's work resulted in another year of strong growth for our business.

We launched several new products to address the unique needs of our biologic, generic and pharmaceutical customers. With more than 150 patents issued to West in 2019 alone, we know we are making good progress to develop and deliver the next generation of packaging and drug delivery advancements that will drive our future growth. Our scientific and regulatory teams supported our customers throughout the year, by delivering more than 100 technical conference presentations, peer-reviewed articles and book chapters. Operating with the highest levels of quality, safety and service is a key priority for our teams across our global enterprise. We created greater efficiency by further optimizing our manufacturing footprint this past year, and we maintained the industry-leading quality levels for which we are known, while improving the safety record for our teams.

In 2019, we were proud to be recognized for our commitment to the communities in which we live and work. As will be further detailed in our 2019 Corporate Responsibility ("CR") Report (to be published later this year) we have made significant improvements across the six pillars of our CR strategy: Compliance and Ethics; Philanthropy; Health and Safety; Diversity and Talent; Environmental Sustainability; and Quality. Our team's success in these areas was noted byNewsweek, which named West to its America's Most Responsible Companies 2020 list, as well as byInvestor's Business Daily, which named West one of its 50 Best ESG (Environmental, Social and Governance) Companies.

Our Board of Directors, led by Chair Patrick Zenner, is integrally engaged in our work to continually refine our strategy and in overseeing how we manage our risks. We are fortunate to have a board diverse in thought, experience and background, to help guide us. As in years past, we have worked to ensure the performance of our team is reflected in their compensation and awards framework and is aligned with the business results we have delivered. The detailed pay-for-performance plans of our executives, which in the past have received more than 97 percent support from you, our shareholders, are detailed in this Proxy Statement.

As we look to the future, we feel confident that we are well-positioned to continue to grow our business, by expanding the products and services we provide to customers, while operating with greater efficiency and embracing technology and digital advances. All of this will result in our ability to more effectively and sustainably fulfill our mission to improve patient lives as we stand by your side during these difficult times. On behalf of West, please stay safe and well.

Thank you for your continued support of West.

Eric M. Green
President & Chief Executive Officer

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530 Herman O. West Drive
Exton, Pennsylvania 19341

March 25, 2020

March 21, 2018

The 2018It is expected that the 2020 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held at our corporate headquarters on:

Tuesday, May 5, 2020
9:30 AM, local time
530 Herman O. West Drive
Exton, Pennsylvania 19341

Tuesday, May 1, 2018

9:30 AM, local time

530 Herman O. West Drive

Exton, Pennsylvania 19341

With the global COVID-19 pandemic, and in light of current restrictions on travel and gatherings around the globe, including in the area surrounding our headquarters in Exton as of the date of this letter, West is monitoring whether the 2020 Annual Meeting will be held in person or whether we will use an alternate means of participation in the Meeting. Changes may include a change to the the date, time or venue of the meeting and/or holding a virtual meeting in accordance with Pennsylvania law. Given the fluidity of the situation, we will make a decision to change the closer to the date of the Annual Meeting. The Securities Exchange Commission ("SEC") has announced guidance permitting these changes, as long as they are announced via a press release and publicly filed with the SEC. If West decides to hold a virtual meeting, additional details will be timely provided to enable shareholder participation.

The items of business are:

1.

Election of nominees named in the Proxy Statement as directors, each for a term of one year.

year or until their successor is appointed or elected.



2.

Consideration of an advisory vote to approve named executive officerNamed Executive Officer compensation.





3.

A proposed amendment of Article 5 of our Amended and Restated Articles of Incorporation to increase the number of shares of common stock that West is authorized to issue from 100 million to 200 million.



4.

Ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”("PwC") as our independent registered public accounting firm for 2018.

4.2020.



5.

Transaction of other business as may properly come before the meeting and any adjournments or postponements thereof.

Shareholders of record of West common stock at the close of business on March 6, 201810, 2020 are entitled to notice of, and to vote at, the meeting and any postponements or adjournments thereof.

This Notice of Annual Meeting and Proxy Statement (“Notice”("Notice") and the 20172019 Annual Report on Form 10-K (“2017("2019 Annual Report”Report") are available on our website at:

investor.westpharma.com/financial-information/annual-reports-and-proxy

Please vote as promptly as possible electronically via the Internet or by completing, signing, dating and returning the proxy card or voting instruction card.

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PROXY SUMMARY

GENERAL INFORMATION

Proxy Summary

Below is a summary of important information you will find in this Proxy Statement. This summary does not contain all the information that you should consider, and you should read the entire Proxy Statement carefully before voting.

Summary of Shareholder Voting Matters

Our Board of Directors is soliciting your vote on matters that will be presented at our 2020 Annual Meeting of Shareholders and at any adjournment or postponement thereof. This Proxy Statement contains information to assist you in voting your shares.

The Notice, the accompanying proxy card or voting instruction card and our 2019 Annual Report, including our annual report wrap, are being mailed starting on or about March 25, 2020.

Our strategy to globalize our operations and address the unique needs of the distinct customer groups we serve with a market-led focus, has delivered another strong year of growth for the Company. Some of the trends we are seeing in the pharmaceutical and biotech industry are driving our business today, and will fuel our long-term growth strategy, including the following:

•

Biotechnology has emerged as one of the most promising sources of therapies and products for patient care, leading to a rise in Food and Drug Administration ("FDA") approved drugs derived from biologics.



•

Research has demonstrated that in certain circumstances subcutaneous administration can be as effective as intravenous administration, while significantly reducing infusion-related reactions and administration time.



•

Self-administration is driving key industry developments, most notably the rise of combination products that place easy-to-use delivery systems in the hands of individual patients.



•

The regulatory landscape is evolving, particularly related to combination products. Both the FDA and the European Union have introduced updated guidance on how such products are reviewed and approved for sale, and the quality and regulatory documentation that is required.

Each year, we have seen growing interest and demand for our high-value product offerings, delivery device platforms and our contract-manufacturing services. Customers are also coming to West for our scientific expertise and insight into the regulatory landscape that governs our industry. This demand has translated into positive results for the business. In 2019, we reported:

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PROXY SUMMARY

•

Full-year 2019 net sales of $1.840 billion grew 7.1%; organic sales growth was 10.0%; sales from a recent acquisition contributed an additional 10 basis points of growth; currency translation reduced sales by 300 basis points.



•

Full-year 2019 reported-diluted Earnings-per-Share ("EPS") of $3.21 increased 17%. Full-year 2019 adjusted-diluted EPS of $3.24 increased 15%.



•

Full-year 2019 gross profit margin was 32.9%, a 110-basis point increase from the prior year. The Proprietary Products segment gross profit margin expanded by 150 basis points, and Contract-Manufactured Products segment gross profit margin increased by 10 basis points.



•

Full-year 2019 operating cash flow was $367.2 million, an increase of 27%. Capital expenditures were $126.4 million, compared to $104.7 million over the same period last year, and represented 6.9% of full-year 2019 net sales. Free cash flow (operating cash flow minus capital expenditures) was $240.8 million, an increase of over 30%.

Please refer to our Earnings Release filed on February 13, 2020 on Form 8-K for a full reconciliation of our reported results to the adjusted (non-U.S. GAAP) financial measures referred to above.

Examining our results over the past five years, West has consistently delivered against its objectives, posting long-term sales growth and steady EPS improvements. The Company has also outperformed both our peers and the market overall in Total Shareholder Return ("TSR") during this same period.

Our Director Nominees

(1)

Based on 2019 Consolidated Net Sales.

(2)

Please refer to our Forms 8-K report dated February 13, 2020 and January 9, 2019 for the reconciliation of non-U.S. GAAP financial matters.

(3)

Source: NASDAQ IR Insight.

Certain forward-looking statements are included in this Proxy Statement. They use such words as "will," "continue," "estimate," "expect," "looking to the future," and other similar terminology. These statements reflect Management's current expectations regarding future events and operating performance and speak only as of the date of this document. These statements are based on Management's beliefs and assumptions, current expectations, estimates, and forecasts. There are many factors that can influence the Company's future results that are beyond the ability of the Company to control or predict. Because of these known or unknown risks or uncertainties, actual results could differ materially from past results and those expressed or implied in any forward-looking statement. For a description of factors that could cause the Company's future results to differ from those expressed in any such forward-looking statements, see Item 1A, entitled "Risk Factors," in the Company's Annual Report on Form 10-K for the year ended December 31, 2019 and as revised or supplemented by our quarterly reports on Form 10-Q or Form 8-K. Except as required by law or regulation, we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events, or otherwise.

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PROXY SUMMARY

You are being asked to vote on the directors nominated below. All directors are elected annually by a majority of votes cast, except in the case of a contested election where the number of nominees exceeds the number of open positions, in which case plurality voting is used. The charts below summarize some key characteristics of the members of our Board of Directors. All data is as of March 25, 2020. Detailed information about each director’sdirector's background and areas of expertise can be found beginning on page 62.  All directors, except Mr. Green, are independent.9.

NAME

AGE

DIRECTOR SINCE

PRIMARY OCCUPATION

CURRENT COMMITTEE MEMBERSHIP

EXPERIENCE & EXPERTISE

INDEPENDENT

​

Mark A. Buthman

59

2011

Retired EVP & CFO, Kimberly-Clark

Compensation, Nominating & Corp Governance, Finance

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William F. Feehery

49

2012

CEO, Certara

Compensation, Audit, Nominating & Corp Governance (Chair)

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Robert F. Friel

64

2020

Retired CEO and Chair, PerkinElmer, Inc.

Audit, Finance

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Eric M. Green

50

2015

President & CEO, West Pharmaceutical Services, Inc.

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Thomas W. Hofmann

68

2007

Retired Sr. VP & CFO, Sunoco, Inc.

Compensation, Audit (Chair)

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Paula A. Johnson

60

2005

President, Wellesley College

Innovation & Technology, Nominating & Corp Governance

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Deborah L. V. Keller

57

2017

Principal, Black Frame Advisors, LLC & Retired CEO, Covance Drug Development

Innovation & Technology, Audit, Finance

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Myla P. Lai-Goldman

62

2014

Executive Chair GeneCentric Therapeutics, Inc.

Innovation & Technology (Chair), Finance

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Douglas A. Michels

63

2011

Retired President & CEO, OraSure Technologies, Inc.

Compensation (Chair), Audit

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Paolo Pucci

58

2016

Retired CEO, ArQule, Inc.

Innovation & Technology, Finance (Chair)

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Patrick J. Zenner

73

2002

Chair, West Pharmaceutical Services; Retired Pres. & CEO, Hoffmann-La Roche Inc.

Nominating & Corp Governance

​

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Financial

Healthcare Industry

International Experience

Global Operations/ Supply Chain

Science & Technology

Marketing

Mergers & Acquisitions

Regulatory

LEGEND: M — Member; C — Chairperson; AC — Audit Committee; CC — Compensation Committee; ITC — Innovation and Technology Committee; FC — Finance Committee; NCGC — Nominating and Corporate Governance Committee

20182020 Annual Meeting and Proxy Statement|   3

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PROXY SUMMARY

​		Corporate Governance Features			Vital Board Statistics	​
·90.9% of the Board is independent ·27.3% of the Board is Female	·Average Tenure: 7.4 years ·Average Age: 58.3 years
·Annual director elections with majority voting in uncontested elections				​
		·Active shareholder engagement program on corporate governance and compensation matters
·​		Significant risk management oversight by the Board, including an enhanced enterprise risk management process				​
		·Board is led by an Independent Non-Executive Chairman Non-Employee Chair
·​		Board Commitment to corporate responsibility,Corporate Responsibility ("CR"), including Compliance and Ethics, Philanthropy, Diversity and Inclusion, Health and Safety, Environmental Sustainability and Environment Quality				​
		·                  NewFive new directors appointed in each of thewithin past foursix years
·​		Effective self-assessment and evaluation procedures that include individual discussions interviews with Board members				​
		·Annual evaluation of all directors to ensure the right mix of experience and diversity of opinion and background
·​		Robust executive officer and Board succession planning and committee rotation				​
		·Robust curriculum of topics regularly presented to the Board to aid in their understanding of our business, the markets in which we operate and the Board's responsibilities in respect of all our stakeholders
​		Maintain and enforce effective executive and board stock ownership guidelines				​
		·Prohibition on pledging or hedging of securities by members of the Board and executive officers
​	​	​	​	​	​	​

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PROXY SUMMARY

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ELECTION OF DIRECTORS

Candidates for nomination to our Board are recommended by the Nominating and Corporate Governance Committee ("NCGC") in accordance with the Committee's charter, our Amended and Restated Articles of Incorporation, our Bylaws and our Corporate Governance Principles. All persons recommended for nomination to our Board, regardless of the source of the recommendation, are evaluated by this Committee with the Board determining the final slate of nominees.

The Board and the NCGC consider, at a minimum, the following factors in recommending potential new Board members or the continued service of existing members:

•

A director is nominated based on his or her professional experience. A director's traits, expertise and experience add to the skill-set of the Board as a whole and provide value in areas needed for the Board to operate effectively.



•

A director must have high standards of integrity and commitment, and exhibit independence of judgment, a willingness to ask hard questions of Management and the ability to work well with others.



•

A director should be willing and able to devote enough time to the affairs of the Company and be free of any disabling conflict.



•

All the non-employee directors should be "independent" as outlined in our independence determination standards ("Independence Standards").



•

A director should exhibit confidence and a willingness to express ideas and engage in constructive discussion with other Board members, Management and relevant persons.



•

A director should actively participate in the decision-making process, be willing to make difficult decisions, and demonstrate diligence and faithfulness in attending Board and Committee meetings.



•

The Board generally seeks active or former senior executives of public companies, particularly those with international operations, leaders in healthcare or public health fields, with science or technology backgrounds, and individuals with financial expertise.

When reviewing nominees, the NCGC considers whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board's overall composition and needs. The NCGC also values diversity on the Board in the director nominee identification and nomination process.

To assist it with its evaluation of the director nominees for election at the 2020 Annual Meeting, the NCGC considered the factors listed above and used a skills matrix highlighting the experience of our directors in areas such as industry experience, international experience (including assignments overseas), global operations or supply chain leadership, financial literacy, and independence. We routinely evaluate the skills needed and have added skills relating to marketing (including e-commerce), mergers and acquisitions, regulatory and cyber/digital experience, in recent years.

The NCGC also reviews annually with the Board the size and composition of the Board and its committees to determine the qualifications and areas of expertise needed to further enhance the composition of the Board. In determining whether to add new directors, we review our skills matrix annually to determine the targeted skills that we believe will most significantly enhance the diversity of experience and expertise on our Board. We balance the current skill sets versus the desired optimal mix of skill sets given their relative importance to the Company.

West's mission is to improve patient lives by being the world leader in integrated containment and delivery of injectable medicines, which rests on our foundation values of: Passion for Customers, Leadership in Quality and One West Team. The pillars of our strategy are:

•

Customer Experience—Understand and engage our customers to deliver value



•

Operational Effectiveness—Organizational focus and alignment to support business growth



•

Product and Service Expansion—Develop new products and services to address unmet market need



•

People and Culture—Foster a culture that engages our team and drives performance

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ELECTION OF DIRECTORS

•

Financial Goals—Disciplined cost management and plan execution that will result in sales growth, profit margin improvement, increased return on invested capital and increased free cash flow

Board members are expected to oversee and support Management in driving success in our current strategic plans by focusing on following five imperatives that will enable us to prioritize and drive efforts across the strategic pillars:

•

Continuing to be a market-led organization with enhanced commercial effectiveness



•

Innovating new product offerings



•

Optimizing operations and supply chain networks, including automation enablement



•

Accelerating digitization to drive performance



•

Building and supporting our global team, including enhanced efforts regarding diversity and inclusion

Under the heading "Director Nominee Biographies," we provide an overview of each nominee's principal occupation, business experience and other directorships of publicly-traded companies, together with the qualifications, experience, key attributes and skills the Committee and the Board believe will best serve the interests of the Board, the Company and our shareholders.

Shareholders who wish to recommend or nominate director candidates must provide information about themselves and their candidates and comply with procedures and timelines contained in our Bylaws. These procedures are described under "2021 Shareholder Proposals or Nominations" in this Proxy Statement.

Board diversity and inclusion is critical to the success of West. The Board is committed to ensuring its membership has sufficient diversity of experience, skills and personal characteristics to support the long-term success of the Company. As presently constituted, the Board represents a deliberate mix of members who have a deep understanding of our business as well as members who have different skill sets and points of view. As noted above, our nomination process and our Board's approach to assessment and evaluation of our nominees support this diversity and inclusion commitment.

Our Corporate Governance Principles include a statement regarding the importance of Board diversity and inclusion to ensure that the director nomination process considers a diverse mix of background, age, gender, sexual orientation, as well as cultural and ethnic composition. Additionally, the NCGC's evaluation of director nominees includes consideration of their ability to contribute to the diversity of personal and professional experiences, opinions, perspectives and backgrounds on the Board. The Board continually assesses the size and the mix of experiences and backgrounds of the Board members, including the Board's gender, ethnic, and racial composition.

We are particularly proud of our leadership in female representation on the Board. Thirty percent of our independent directors (27% of all directors) are women. Several of our Board members participate in diversity in leadership programs and others are high-profile speakers on issues of diversity and inclusion.

Our Board has overseen efforts by the Company to increase diversity and inclusion among its employee base. Mr. Green's annual objectives include diversity and inclusion as a key metric, and we have also added new positions responsible for diversity. The Board believes this approach enables us to attract and retain diverse high-quality talent. This has culminated in a diversity mission statement contained in our CR Report which is available atwww.westpharma.com/about-west/corporate-responsibility. As part of our diversity mission, we have trained employees at all levels on the importance of diversity and inclusion, introduced affinity groups, accelerated efforts in minority recruiting and modified our culture to increase flexibility and mentoring, which we believe facilitates diversity and inclusion.

The Board has increased its oversight of Management in the area of creating an ethical and sustainable corporate culture, including periodic director education sessions that include culture and engagement topics. The Board firmly believes that it plays a key role in the oversight of West's culture and in holding Management accountable for the creation and stewardship of that culture. Additionally, the Board believes an engaged and empowered workforce contributes significantly to the creation of shareholder value.

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ELECTION OF DIRECTORS

We review our Board refreshment practices and retirement age annually and continue to monitor broad governance trends in this area. The Board has considered but does not have term limits on the service of our directors, because it believes that term limits may lead to the loss of valuable director insight into our business and operations that is enhanced with continuity.

The Board believes that a diverse mix of long-tenured and new Board members provides a good and appropriate balance of experience to enhance shareholder value. The Board believes that directors provide meaningful, independent oversight and advice at any age. Our Corporate Governance Principles include a mandatory retirement age of 75. This means that a non-employee director must retire on the date of the Annual Meeting of Shareholders immediately following his or her 75th birthday.

An employee director must submit his or her resignation upon the date he or she ceases to be an executive officer of the Company.

Each year the Board and each of its committees review their performance during executive sessions. This review centers around questions directors are asked to contemplate regarding their individual performance and the performance of the Board/Committee. These questions include topics such as contributions made to Board deliberations, the relationship between members, quality of the materials provided, the relationship with Management, contributions to key functions/responsibilities of the Board, and topics that they would like to see added or deleted to meeting agendas.

Additionally, the NCGC assesses the evaluation process annually and adjusts the process when desirable improvements are identified. The NCGC reviews several matters, including the issues to focus on in the evaluation and the form and manner of assessment. The NCGC periodically re-assesses its position on self-evaluation.

Members of the NCGC reach out to each director individually to discuss performance and any concerns and relay them to the Board using an interview template approved by the NCGC. This process assists the full Board with obtaining different perspectives, encourages the collection of candid information and ensures a high level of engagement.

The Board believes this evaluation system, coupled with our strong Chair of the Board and open-door policy, which encourages sharing of ideas among all directors, makes for a robust process that ensures the Board's effectiveness.

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DIRECTOR NOMINEE BIOGRAPHIES

Our shareholders are asked to consider 11 nominees for election to our Board to serve for a one-year term until the 2021 Annual Meeting of Shareholders, or until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. The names of the nominees for director, their current positions and offices, tenure as a Company director, their qualifications and other characteristics are set forth in the biographies below. The table below also lists each nominee's current Board committees.

All the nominees are current Company directors and all non-employee directors have been determined by our Board to be independent. Our NCGC reviewed the qualifications of each of the nominees, finding each nominee to possess the required attributes and all nominees collectively to strike the appropriate balance of diversity of knowledge, age, skills, expertise, gender and race, and recommended to our Board that each nominee be submitted to a vote of our shareholders at the Annual Meeting. The Board approved the Committee's recommendation at its meeting on February 18, 2020.

Each of the nominees has agreed to be named and to serve, and we expect each nominee to be able to serve if elected. If any nominee is unable to serve, the NCGC will recommend to our Board a replacement nominee. The Board may then designate the replacement nominee to stand for election. If you voted for the unavailable nominee, your vote will be cast for his or her replacement.

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DIRECTOR NOMINEE BIOGRAPHIES

2017 Performance and Compensation Highlights

We believe that Mr. Green and the other named executive officers (“NEOs”) performed satisfactorily in 2017 compared to established goals and that their compensation is appropriate in relation to that performance.  Under their leadership, our Company achieved a total shareholder return (“TSR”) of 17.0% in 2017 and a cumulative three-year TSR of 89.3%.  Those returns reflect our growing sales and profitability.  Compared to 2016: net sales grew 5.2% (at constant currency exchange rates), gross profit increased 2.3%, and adjusted operating profit margin grew 20 basis points to 15.0%.  As discussed in our 2017 Annual Report, proprietary products sales growth was slower than in 2016, primarily due to customers working down inventory purchased in 2016, but contract manufacturing sales growth was still robust due primarily to the ramp-up of projects in the latter half of 2016.  Adjusted earnings per share (“Adjusted EPS”) as reported in our 2017 Earnings Release filed on February 15, 2018 (the “Earnings Release”), also improved 28% year-over-year, as described in footnote 3 below.

(1)       See page 23 of our 2017 Annual Report for discussion of the impact of foreign currency rates on reported net sales.

(2)       Gross profit and adjusted operating margin are discussed on page 24 and page 27, respectively, of our 2017 Annual Report.

(3)       A meaningful comparison on EPS growth for Annual Incentive Plan (“AIP”) purposes is best explained by reconciling the results used for calculating AIP payments to U.S. GAAP and the Earnings Release.  Please see below.

The following table shows the components of 2017 compensation paid to our NEOs, including total “realizable” pay.  Realizable pay takes a retrospective look at pay and performance.  Realizable pay

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sum of: (1) base salary paid; (2) annual incentive plan amounts actually earned for 2017 performance; (3) the in-the-money valueTable of stock option grants made in 2017; (4) the December 2017 estimate for payouts for the 2017 Performance Share Unit award (82.09% of target);Contents

DIRECTOR NOMINEE BIOGRAPHIES

2020 Annual Meeting and (5) the 2017 year-end value of any time-vesting restricted stock or restricted stock units (“RSUs”) granted in 2017.  The table is not a substitute for our 2017 Summary Compensation Table set forth on page 45.

Proxy Statement   2017 Summary Compensation and Realizable Pay|

(all amounts in U.S. Dollars)

(1)This column is each officer’s total compensation, as determined under applicable Securities and Exchange Commission (“SEC”) rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column of the Summary Compensation Table.  It shows the impact that change in pension values had on total compensation, as determined under applicable SEC rules, which vary substantially due to actuarial calculations.  The amounts reported in the SEC Total Without Change in Pension column may differ substantially from the amounts reported in the Total column of the Summary Compensation Table required under SEC rules and are not a substitute for total compensation as described above and in the 2017 Summary Compensation Table on page 45.   11

Key 2017 Compensation-Related Actions

·                                Reaffirmed compensation philosophy to target our executive compensation at the median (50th percentile) of comparator group companies.

·                                Further refined the Company’s AIP, including: (1) providing that all metrics except revenue would be based on actual foreign-exchange rates rather than budgeted rates; (2) consolidation of our Innovation and Technology and Commercial functional plans to drive focus on sales; (3) providing additional guidelines for managers to adjust bonuses for non-officers based on individual performance; and (4) providing that a prorated bonus would be paid in the event of an involuntary termination due to job elimination or redundancy.

·                                Updated the change-in-control (“CIC”) agreements for a majority of our officers (including three of our five NEOs) to bring them more in line with market practices and to further ensure focus on creating and maintaining shareholder value in the event of a proposed change-in-control.

·                                Reaffirmed the use of two comparator groups and determined that no changes were necessary given the significant update and changes made in 2016.

·                                Conducted formal: (1) pay-for-performance review of CEO compensation versus peers; and (2) realizable pay analysis to assess whether Company performance and CEO realizable pay are aligned over a given period.

AuditorsTable of Contents

DIRECTOR NOMINEE BIOGRAPHIES

Set forth below is summary information with respect to PwC’s fees for services provided in

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DIRECTOR NOMINEE BIOGRAPHIES

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DIRECTOR NOMINEE BIOGRAPHIES

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General Information About the Meeting

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BOARD AND DIRECTOR INFORMATION AND POLICIES

Proxy Solicitation

Our Board of Directorsstructure reflects our Corporate Governance Principles and commitment to good governance. The Board believes the governance structure we have created between the Board, its Committees, the Board Chair, the CEO and Management, is soliciting your vote on matters that will be presented at our 2018 Annual Meeting of Shareholders and at any adjournment or postponement.  This Proxy Statement contains information on these matters to assist you in voting your shares.

The Notice,supporting the accompanying proxy card or voting instruction card and our 2017 Annual Report, including our annual report wrapper, are being mailed starting on or about March 21, 2018.

Shareholders Entitled to Vote

All shareholders of record of our common stock, par value $.25 per share, at the close of business on March 6, 2018, are entitled to receive the Notice and to vote their shares at the meeting.

As of that date, 73,951,222 shares of our common stock were outstanding.  Each share is entitled to one vote on each matter properly brought to the meeting.

How You Can Vote

If you are a registered shareholder, you may vote at the Annual Meeting by delivering a proxy card in person or you may cast your vote in any of the following ways:

·            Logging on to www.ProxyVote.com.

·            Mailing your signed proxy card or voting instruction card to the address provided.

·            Calling toll-free from the United States, U.S. territories and Canada to 1-800-690-6903.

If you hold shares of the Company in “Street name,” please follow the voting instructions of the financial institution at which you have an account holding sharessustainable growth of the Company.

Deadline for Voting.  Mailed proxy and voting instruction cards must be received before the meeting.  If you are a registered shareholder and attend the meeting, you may deliver your completed proxy card in person.  “Street name” shareholders who wish to vote at the meeting will need to obtain a proxy form from the institution that holds their shares. The deadline for voting by telephone or Internet is 11:59 PM Eastern Time on April 30, 2018.

How Your Shares Will Be Voted

In each case, for registered shareholders, your shares will be voted as you instruct.  If you return a signed card, but do not provide voting instructions, your shares will be voted FOR each of the proposals. You may revoke or change your vote any time before the proxy is exercised by filing withDuring 2019, our Corporate Secretary a notice of revocation or a duly executed proxy bearing a later date.  You may also vote in person at the meeting, although attendance at the meeting will not by itself revoke a previously granted proxy.  If you hold shares in the Company in “Street name” or through a broker, please refer to “Broker Voting and Votes Required” below.

Plan Participants.  Any shares you may hold in the West Pharmaceutical Services, Inc. 401(k) Plan or the West Contract Manufacturing Savings and Retirement Plan have been added to your other holdings on your proxy card.

Your completed proxy card serves as voting instructions to the trustee of those plans.  You may direct the trustee how to vote your plan shares by submitting your proxy vote for those shares, along with the rest of your shares, by Internet, phone or mail, all as described on the enclosed proxy card.

If you do not instruct the trustee how to vote, your plan shares will be voted by the trustee in the same proportion that it votes shares in other plan accounts for which it received timely voting instructions.

Broker Voting and Votes Required

If your shares are held in a stock brokerage account or by a bank or other holder of record, you are considered the “beneficial owner” of shares held in “Street name.”  The Notice would have been made available to you by your broker, bank or other holder of record who is considered the shareholder of record of those shares.  As the beneficial owner, you may direct your broker, bank or other holder of record on how to vote your shares by using the proxy card included in the materials made available to you or by following their instructions for voting on the Internet. A broker non-vote occurs when a broker or other nominee that holds shares for another does not vote on a particular item because the nominee does not have discretionary voting authority for that item and has not received instructions from the owner of the shares.  Although there is no controlling precedent under Pennsylvania law regarding the treatment of broker non-votes in certain circumstances, we intend to apply the principles outlined in the table below:

Proxy Solicitation.  We have not retained a proxy solicitation company with respect to the proxy being solicited by this Proxy Statement.

Quorum

We must have a quorum to conduct business at the 2018 Annual Meeting.  A quorum consists of the presence at the meeting either in person or represented by proxy of the holders of a majority of the outstanding shares of our common stock entitled to vote.  For the purpose of establishing a quorum, abstentions, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, and broker non-votes are considered shareholders who are present and entitled to vote, and count toward the quorum.

Mailings to Multiple Shareholders at the Same Address

We have adopted a procedure called “householding” for making the Proxy Statement and the 2017 Annual Report available.  Householding means that shareholders who share the same last name and address will receive only one copy of the materials, unless we are notified that one or more of these shareholders wishes to continue receiving additional copies.

We will continue to make a proxy card available to each shareholder of record.  If you prefer to receive multiple copies of the proxy materials at the same address, please contact us in writing or by telephone: Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341, (610) 594-3319.

Electronic Availability of Proxy Statement and Annual Report

We are pleased to be distributing our proxy materials to certain shareholders via the Internet under the “notice and access” approach permitted by the rules of the SEC.  This method conserves natural resources and reduces our costs of printing and mailing while providing a convenient way for shareholders to review our materials and vote their shares.

On March 21, 2018, we mailed a “Notice of Internet Availability” to participating shareholders, which contains instructions on how to access the proxy materials on the Internet.

If you would like to receive a printed copy of our proxy materials, we will send you one free of charge.  Instructions for requesting such materials are included in the Notice.

This Proxy Statement and our 2017 Annual Report are available at:

http://investor.westpharma.com/phoenix.zhtml?c=118197&p=irol-reportsannual.

Corporate Governance and Board Matters

During 2017, ourfull Board met six times. Each directorAll Board members attended at least 75%all Board meetings, all but two directors attended all the Board and their assigned Committee meetings, and these two members each attended more than 88% of the combined total of meetings in 2019. Our Board is committed to ensuring that directors attend meetings and that the meetingsBoard and its Committees devote sufficient time necessary for the effective oversight of the Company and its Management. Additionally, annually during the performance review process, the Board committees onassesses the time commitments for our Board against the time commitments of each member's outside positions to ensure there is sufficient time to devote to their duties as a West director.

Our Board also holds regular executive sessions of only independent directors to review, among other things, the Company's strategy and Management's operating plans, the criteria by which he or she served.  our CEO and other senior executives are measured, Management's performance against those criteria and other related issues and to conduct a self-assessment of its performance. Last year, our independent directors held five executive sessions.

All continuing directors, other than Mr. Friel, who was appointed in 2020, attended the 2019 Annual Meeting and all directors that are standing for election in 2020 are expected to attend the 2018 Annual Meeting, and all our directors attended the 20172020 Annual Meeting.

Our principal governance documents are our Corporate Governance Principles, Board Committee Charters, director qualification standards and Code of Business Conduct.  Aspects of our governance documents are summarized below.  We encourage our shareholders to read our governance documents, as they present a comprehensive picture of how the Board addresses its governance responsibilities to ensure our vitality and success.  The documents are available in the “Investors — Corporate Governance” section of our website at www.westpharma.com and copies of these documents may be requested by writing to our Corporate Secretary, West Pharmaceutical Services, Inc., 530 Herman O. West Drive, Exton, PA 19341.

Corporate Governance Principles

Our Board has adopted Corporate Governance Principles to provide guidance to our Board and its committees on their respective roles, director qualifications and responsibilities, Board and committee composition, organization and leadership.  Our Nominating and Corporate Governance Committee reviewed and significantly updated our Corporate Governance Principles to meet best practices in corporate governance in 2016 and, in 2017, the Committee confirmed that the Corporate Governance Principles address our current and long-term business needs.  The only change made after this review was to increase our mandatory retirement age from 72 to 75, which is discussed in more detail below.  Our Corporate Governance Principles address, among other things:

·                  Statements of the Board’s commitment to high ethical standards, principles of fair dealing and high ethical standards;

·                  The requirement to hold separate executive sessions of the independent directors;

·                  The importance of robust executive succession planning and the role of directors in succession planning;

·                  The Board’s policy on setting director

CORPORATE GOVERNANCE AND BOARD MATTERS

compensation and director share-ownership guidelines;

·                  Guidelines on Board organization and leadership, including the number and structure of committees and qualifications of committee members;

·                  Guidelines on outside board memberships;

·                  Policies on making charitable contributions and prohibition of political contributions;

·                  Policies on access to Management;

·                  Requirements fostering leadership development by senior executives;

·                  Statements of our executive compensation philosophy and our independent auditor standards;

·                  Director orientation and education; and

·                  Self-assessments of Board and Committee performance to determine their effectiveness.

Code of Business Conduct

All our employees, officers and directors are required to comply with our Code of Business Conduct as a condition of employment.  The Code of Business Conduct covers fundamental ethical and compliance-related principles and practices such as accurate accounting records and financial reporting, avoiding conflicts of interest, protection and proper use of our property and information and compliance with legal and regulatory requirements.  The Board has adopted a comprehensive Compliance and Ethics Program, which was substantially updated in 2016, and was reviewed and reaffirmed in 2017 as meeting the needs of our Company, its shareholders and other stakeholders.  Mr. Miller is our Chief Compliance Officer.  Mr. Miller delivers regular reports on program developments and initiatives to the Audit Committee and the Board.

Board Leadership Structure

The current governance structure of the Board follows:

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·The offices of ChairmanChair and CEO are separate;

separate·



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The Board has established and follows robust corporate governance guidelines;

Corporate Governance Principles·



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All theBoard members, of the Board, other than Mr. Green, are independent;

independent·



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All Board Committees are composed solely of independent directors;

directors·



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Our independent directors meet regularly in executive session both at the Board and Board committee levels; and

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Our directors as a group possess a broad range of skills and experience sufficient to provide the leadership and strategic direction the Company requires as it seeks to enhance long-term value for shareholders.

Our Board took steps to enrich our diversity during 2017, including the addition of another female director and the increase of our mandatory retirement age.

shareholders

While the offices of ChairmanChair and CEO are currently separate, the Board takes a flexible approach to the issue of whether the offices of ChairmanChair and CEO should be separate or combined. This approach allows the Board to regularly evaluate whether it is in the best interests of the Company for the CEO or another director to hold the position of Chairman.Chair.

The Board does not currently have a lead independent director, although the Board believes it may be useful and appropriate to designate a lead independent director if the offices of ChairmanChair and CEO are combined in the future.

We believeThe Board believes that the current Board leadership structure is appropriate now because it allows the ChairmanChair to focus on corporate governance and management of the BoardBoard's priorities and allows the CEO to focus directly on managing our operations and growing the Company.

Chairman of the Board of Directors

The responsibilities of the ChairmanChair include:

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·Chairing Board meetings, including executive sessions of the independent directors;

directors·



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Approving agendas and schedules for each Board meeting in consultation with the CEO; and

CEO·



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Serving as principal liaison between the CEO and the independent directors.

directors

Each independent director may add items to the agenda.  Independent directors meet in regularly scheduled executive sessions

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BOARD AND DIRECTOR INFORMATION AND POLICIES

Our current Chairman,Chair, Mr. Zenner, has been serving on the Board since 2002, and as our ChairmanChair since 2015. Each year the Board considers the role of the ChairmanChair and who is sitting in that role. We believe Mr. Zenner’sZenner's experience as a top executive hisplus independence plus hisand history with the Company makes him a valuable asset for the Company, and he provides significant leadership and perspective to our Board.

We believe continuing his Chairmanship has been beneficial to Management and enhanced shareholder value especially in light of the appointment of four new board members since 2014, and significant changes in our corporate officers since 2015, with a new CEO and new leaders in Global Operations and Supply Chain, Legal, Human Resources, Corporate Development, Strategy and Investor Relations, and Innovation and Technology.

Committees

The Board has five standing committees:

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·Audit Committee;

Committee·



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Compensation Committee;

Committee·



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Finance Committee;

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Innovation &and Technology Committee; and

Committee·



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Nominating and Corporate Governance Committee.

Committee

From time to time, the Board may form ad hoc committees to address specific situations as they may arise. Each committee consists solely of independent directors. All directors may attend any committee meeting, even if he or she is not a member. Our Board Chair and our CEO attend all Board meetings and attend virtually all Committee meetings, unless there is a scheduling conflict. Each standing committee has a written charter, which is posted in the“"Investors—Corporate Governance”Governance" section of our website atwww.westpharma.com.

You may also request a copy of each committee’scommittee's charter from our Corporate Secretary. Below we set forth the current members of each Committee (as of the date of this Proxy Statement) and its core functions.

Audit Committee

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BOARD AND DIRECTOR INFORMATION AND POLICIES

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BOARD AND DIRECTOR INFORMATION AND POLICIES

Board Matters

During 2017, ourThe Board and each of its Committees played pivotal roles in helping to develop and approve our corporate strategy.  The major issues debated and decided by the Board during 2017 included:

·            Actively updating our enterprise strategic plan and monitoring progress, including through our Finance Committee, which had its first full year of meetings during 2017;

·            Conducting a significant talent and succession planning review for key positions with Management asplay an integral part of our annual enterprise strategic planning meeting;

·            Reviewing potential targets for mergers and acquisitions and potential licensing opportunities and improving our merger and acquisition evaluation process;

·            Strengthening our enterprise risk management (“ERM”) process, including significant review of cybersecurity risks, protections and recovery plans;

·            Publishing our inaugural Corporate Responsibility report, which outlines our initiatives in five areas critical to our culture and success: Compliance and Ethics, Philanthropy, Diversity, Health and Safety and Environmental Sustainability;

·            Revising the director mandatory retirement age in our Corporate Governance Principles;

·            Adding a new female director with a healthcare background; and

·            Reviewing the Company’s capital allocation strategy, increasing the annual dividend and continuing our strategic share buyback program.

The Board’s Role in Risk Oversight

The Board’sactive role in risk oversight is consistent with our leadership structure, with Management havingoverseeing Management's day-to-day responsibility for assessing and managing our risk exposure and the Board actively overseeing management of our risks—both at the Board and committee level.

exposure.

The Board regularly reviews and monitors the risks associated with our enterprise strategy, financial condition and operations and specifically reviews the enterprise risks associated with our five-year plan. In particular, the Board reviews our risk portfolio, confirms that Management has established risk-management processes that are functioning effectively and efficiently and are consistent with our corporate strategy, reviews the most significant risks and determines whether Management is responding appropriately.

The Board performs its risk oversight role by using several different levels of review. Each Board meeting begins with a strategican overview by the CEO that describes the most significant issues, including risks, affecting the Company and includesas well as business updates from each reportable segment. In addition, the Board reviews in detail the business and operations of each reportable business segment quarterly, including the primary risks associated with that segment.

During 2017, with Board oversight and review, we substantially enhanced our ERM process.  This expanded ERM processOur Enterprise Risk Management ("ERM") program helps us reduce and manage the riskrisks inherent in our business, gainby gaining a greater understanding and awareness of risks facing the business, ensure risk-appropriate mitigation efforts are in place and regularly monitoredmonitors and ensureensures the Company meets or exceeds the expectation of all stakeholders, including investors and regulators.

The ERM program includes a Risk Identification and Management ("RIM") process, crisis management, business continuity and disaster recovery elements. Additionally, during 2019 West created a new senior position responsible for the ERM process and corporate security. This role provides strategic leadership and direction to our enterprise risk management programs and processes, incorporating our corporate values, Code of Business Conduct and health, safety and environmental policies.

The Board focuses on the overall risks affecting the Company. For example, theEach Board and each committee assesses cybersecurity risks and Management’s plan for defending against and responding to these risks.  Additionally, each committeeCommittee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility, which wereas cataloged through our ERMthe RIM process, including:

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·The Audit Committee oversees the processes used in our ERM program and also oversees the management of financial reporting, compliance, litigation and litigationcybersecurity risks as well as the steps Management has taken to monitor and control such exposures.

exposures·



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The Compensation Committee is responsible for overseeing the management of risks relating to our executive compensation policies, plans and arrangements and the extent to which those policies or practices increase or decrease risk for the Company.

Company·



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The Finance Committee assesses the risks associated with allocation of our capital, potential acquisitions, divestitures and major business partnerships.

partnerships·



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The Innovation and Technology Committee reviews risks associated with emerging, and potentially disruptive, science and technology trends, intellectual property, innovation efforts and our innovation, research and development and technology strategy.

strategy·



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The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, potential conflicts of interest, communications with shareholders and the effectiveness of the Board.

Board

Although each Committee is responsible for evaluating certain risks and overseeing the management of those risks, the full Board is regularly informed about those risks through committeeregular Committee reports.

Cybersecurity.    The Audit Committee oversees the vital work necessary to understand our cybersecurity risk and the related risk mitigation activities, including an assessment of the strength of our defenses and processes. The full Board receives regular updates from the Audit Committee and key employees responsible for cybersecurity. The criticality of this work increased with our 2018 launch of an e-commerce website and due to the expansion of privacy regulations in Europe and elsewhere. The Audit Committee reviews cybersecurity risk at every live meeting, holds private sessions with our Chief Digital and Transformation Officer and reviews our Cybersecurity dashboard at all in-person meetings. Additionally, our Senior Director, Infrastructure and Cybersecurity, Senior Director, Internal Audit, and Chief Compliance Officer separately meet with the Committee to provide additional insight into our cybersecurity and privacy strategy and tactics.

Our approach to mitigating cybersecurity risks includes review by third party experts, training for directors (both internally and externally), holding within the Company a global cybersecurity awareness week to cultivate an informed and proactive workforce, and the adoption of the National Institute of Standards and Technology Framework for Improving Critical Infrastructure Cybersecurity (the "NIST Framework"). The NIST Framework provides a comprehensive method for developing a flexible, repeatable, performance-based and cost-effective approach to identifying and managing cybersecurity risks. We measure ourselves against the NIST Framework to assess our own maturity on cybersecurity.

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