101 Gordon Drive
Lionville, Pennsylvania 19341

NOTICE OF 2012 ANNUAL MEETING OF SHAREHOLDERS

Dear Shareholder,

The 2012 Annual Meeting of Shareholders of West Pharmaceutical Services, Inc. will be held at our headquarters, 101 Gordon Drive, Lionville, Pennsylvania 19341, on Tuesday, May 1, 2012, at 9:30 AM.  The items of business at the meeting are:

1.               to elect the ten directors nominated by our Board of Directors and named in the proxy statement;

2.               to conduct an advisory vote to approve named executive officer compensation;

3.               to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the 2012 year; and

4.               to transact any other business that may properly come before the meeting and any adjournment or postponement.

The Board of Directors unanimously recommends a vote “FOR” proposals 1, 2 and 3.

Only shareholders of record as of the close of business on March 9, 2012 may vote at the meeting.

On March 21, 2012, we began mailing a Notice of Internet Availability of Proxy Materials (“Notice”) to all shareholders of record as of the close of business on March 9, 2012.  The Notice contains instructions on how to access an electronic copy of our proxy materials, including the proxy statement and our Annual Report.  The Notice also contains instructions on how to request a paper copy of the proxy statement.

Your vote is important.  Please vote your shares promptly.  You can vote your shares electronically via the Internet or by completing and returning the proxy card or voting instruction card.  You may also vote in person at the Annual Meeting.  You can revoke a proxy at any time prior to its exercise at the Annual Meeting by following the instructions in this proxy statement.

Important Notice Regarding the Internet Availability of Proxy Materials for

the Shareholder Meeting on May 1, 2012:

Our proxy statement and annual report are available at http://www.westpharma.com/na/en/Investors/Pages/ProxyMaterials.aspx

2012 PROXY STATEMENT

TABLE OF CONTENTS

i

ii

2012 Proxy Summary

This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting.

Annual Meeting of Shareholders

Meeting Agenda

·                  Election of ten directors

·                  Advisory vote on named executive officer compensation

·                  Ratification of PwC as independent auditors for 2012

Voting Matters

Board Nominees

Each director nominee is elected annually by a majority of votes cast.  The following table provides summary information about each director nominee. Additional detail about directors and their qualifications is included in the proxy statement beginning on page 5.

iii

Attendance

No director nominee, all of which are current directors, attended fewer than 75% of the Board meetings and committee meetings on which he or she sits.

Auditors

As a matter of good corporate governance, we are asking our shareholders to ratify the selection of PwC as our independent auditors for 2012. Set forth below is summary information with respect to PwC’s fees for services provided in 2011 and 2010.

Advisory Vote on Named Executive Officer Compensation

We are asking shareholders to approve on an advisory basis the compensation of our named executive officers. The Board recommends a FOR vote because it believes that our compensation policies and practices are effective in achieving West’s goals of rewarding sustained financial and operating performance and leadership excellence, aligning the executives’ long-term interests with those of our shareholders and motivating the executives to remain with West for long and productive careers.

iv

Executive Compensation Elements

Key 2011 and 2012 Compensation-Related Decisions

·            Changed the way we calculate expected values of LTI awards so that the values reflected in the SCT align more closely with the expected values approved by the Compensation Committee.

·            Increased the weighting of the Adjusted EPS metric under the AIP to emphasize the importance of improving our earnings per share.

·            Rebalanced the peer groups to include companies that more closely match our current size and global complexity and against which we compete for talent and business, as well as companies used by third-party advisory firms.

·            Conducted annual realizable pay-for-performance alignment analyses for the Chief Executive Officer versus the Company’s peer groups in 2011 and 2012.

Other Existing Key Compensation Features

·            Clawback of incentive compensation

·            No (excise) tax gross ups

·            No “single trigger” feature on parachute payments in change-in-control agreements offered to future executives

·            No-hedging policy

·            Significant executive share ownership requirements

·            Independent compensation consultant

v

2011 Compensation Summary

The table above is not a substitute for our 2011 Summary Compensation Table (which reflects pay opportunity) which is set forth on page 40.  It is intended to supplement and inform that table.

(1)          The Equity Awards column is a sum of the stock awards and option awards column of our 2011 Summary Compensation Table.

(2)          Total Without Change in Pension Value represents total compensation, as determined under applicable SEC rules, minus the change in pension value reported in the Change in Pension Value and Nonqualified Deferred Compensation Earnings column.  This column 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 Total Without Change in Pension Value column differ substantially from the amounts reported in the Total column required under SEC rules and are not a substitute for total compensation under the 2011 Summary Compensation Table.

(3)          Realizable pay takes a retrospective look at pay and performance.  It is calculated using actual bonuses earned, end of period stock values and in-the-money value of stock options during the measurement period.  Realizable pay is calculated by adding together: (1) base salary paid, (2) annual incentive plan amounts actually earned for 2011 performance, (3) the in-the-money value of stock option grants made during the applicable year, and (4) the current estimate for payouts for Performance-Vesting Stock Unit Award made in 2011 (92.50% of target).

2013 Annual Meeting

The deadline for shareholder proposals for the 2013 annual meeting is November 23, 2012.

vi

WEST PHARMACEUTICAL SERVICES, INC.

PROXY STATEMENT

GENERAL INFORMATION ABOUT THE MEETING

Proxy Solicitation

Our Board of Directors is soliciting your vote on matters that will be presented at our 2012 Annual Meeting of Shareholders and at any adjournment or postponement.  This proxy statement, the accompanying proxy card or voting instructions and our 2011 Form 10-K Annual Report, including our annual report wrapper (“2011 Annual Report”), are being made available to you on or about March 21, 2012.  This proxy statement contains information on these matters to assist you in voting your shares.

Shareholders Entitled to Vote

If you were a shareholder of record of our common stock, par value $.25 per share, at the close of business on March 9, 2012, you can vote.  For each matter presented for vote, you have one vote for each share you own.

Notice of Internet Availability of Proxy Materials

Pursuant to the rules of the Securities and Exchange Commission (“SEC”), we are making this proxy statement and our 2011 Annual Report available to our shareholders electronically via the Internet. Accordingly, in compliance with this e-proxy process, on or about March 21, 2012, we made available to our beneficial owners a Notice containing instructions on how to access this proxy statement and our 2011 Annual Report via the Internet and how to vote online. As a result, unless otherwise required, you may not receive a copy of the proxy materials unless you request a copy. All shareholders will be able to access the proxy materials on a website referred to in the Notice and in this proxy statement and to request to receive a set of the proxy materials by mail or electronically, in either case, free of charge. If you would like to receive a printed or electronic copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.  By participating in the e-proxy process, we will save money on the cost of printing and mailing documents to you and reduce the impact of our annual meeting of shareholders on the environment.

This proxy statement and our 2011 Annual Report are available at:

http://www.westpharma.com/na/en/Investors/Pages/ProxyMaterials.aspx

Shareholders of Record and Beneficial Owners

If your shares are registered directly in your name with our transfer agent, Broadridge Corporate Issuer Solutions, Inc., you are considered the “shareholder of record” of those shares.  We have sent the Notice directly to you.  As a shareholder of record, you have the right to grant your voting proxy directly to us or to vote in person at the 2012 Annual Meeting.  We have enclosed a proxy card for you to use.

1

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 has been forwarded 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 or by following their instructions for voting on the Internet.

Voting Methods

You may vote using any of the following methods:

Proxy Card or Voting Instruction Card.  Be sure to complete, sign, date the card and return it in the prepaid envelope.

Via the Internet.  The Internet voting procedure is designed to authenticate votes cast by use of a personal identification number.  The procedure allows shareholders to appoint a proxy and confirms that your actions have been properly recorded.  The website for Internet voting is www.proxyvote.com.  The enclosed proxy card contains specific instructions on Internet voting and additional instructions are provided on the website.  Please have your proxy card available when you go online.  Internet voting facilities for shareholders of record will be available 24 hours a day and will close at 11:59 PM Eastern Time on April 30, 2012.

In Person at the Meeting.  If you are a shareholder of record and attend the meeting, you may deliver your completed proxy card in person.  If you are a beneficial owner, you must obtain a proxy card from your broker, bank or other holder of record and present it to the judge of elections with your ballot in order to vote.

Voting Shares Held in Qualified Plans.  Any shares you may hold in the West Pharmaceutical Services, Inc. 401(k) Plan or the Tech Group Puerto Rico 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 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.

Quorum and Vote Required

We must have a quorum to conduct business at the 2012 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.  You are part of the quorum if you have voted by proxy.  As of the record date for the meeting, 33,804,659 shares of our common stock were issued and outstanding.

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.  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 following principles:

2

How Your Shares Will Be Voted

In each case, 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.

Changing Your Vote

Even after you have submitted your proxy, you may revoke or change your vote at any time before the proxy is exercised by filing with our Corporate Secretary either 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.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our Director Nominees

Our shareholders will be asked to consider ten nominees for election to our Board to serve for a one-year term until the 2013 annual meeting of shareholders, and until their successors, if any, are elected or appointed, or their earlier death, resignation, retirement, disqualification or removal. The names of the ten nominees for director, their current positions and offices, tenure as a West director and their qualifications are set forth below.  Each of their respective committee memberships are set forth under the heading 2011 Committee Membership and Number of Committee Meetings Held.  All of the nominees are current West directors and, with the exception of Dr. Morel, have been determined by our Board to be independent. Our Nominating and Corporate Governance Committee reviewed the qualifications of each of the nominees and recommended to our Board that each nominee be submitted to a vote of our shareholders at the Annual Meeting. The Board unanimously approved the Committee’s recommendation at its meeting on February 21, 2012.

On February 21, 2012, in anticipation of the May 2012 retirement of Dr. Robert C. Young in accordance with the Board’s retirement policy, the Board increased its size to 11 and elected Dr. William F. Feehery to serve until the 2012 Annual Meeting and, if elected by shareholders, until the 2013 Annual Meeting.

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 Nominating and Corporate Governance Committee will recommend to our Board a replacement nominee.  The Board may then designate the other nominee to stand for election.  If you voted for the unavailable nominee, your vote will be cast for

3

his or her replacement.

Director Qualifications and Biographies

As a leading manufacturer of pharmaceutical packaging and delivery systems with global operations, we believe that our Board should include a mix of backgrounds and expertise that enhances the ability of the directors collectively to understand the issues facing us and to fulfill the Board’s and its committees’ responsibilities.  Board members should have high standards of integrity and commitment, exhibit independence of judgment, be willing to ask hard questions of management and work well with others.  Directors are expected to devote sufficient time to our affairs and be free of conflicts of interest, engage in constructive discussion with each other and management and demonstrate diligence and faithfulness in attending Board and committee meetings.

The Nominating and Corporate Governance Committee reviews annually with the Board the size and composition of the Board as a whole to determine the qualifications and areas of expertise needed to further enhance the composition of the Board.  As a result of this process, the Nominating and Corporate Governance Committee has identified the following specific criteria as important for potential director candidates: (1) senior level executive leadership at public companies, particularly companies with international operations; (2) leadership in the healthcare or public health fields; (3) science or technology backgrounds; and (4) financial expertise.  The Committee works with management and the other directors to attract candidates with those qualifications.  The goal of the Committee is to achieve a Board that reflects the appropriate balance and diversity of knowledge, experience, skills and expertise.  The following chart shows the current mixture of qualifications of our Board.

The information that follows includes each director’s (1) age and tenure on our Board; (2) experience, qualifications, attributes and skills that the led the Board to conclude that each director and nominee should serve on our Board; and (3) service on the boards of directors of other public companies during the past five years.

4

5

6

7

The Board of Directors unanimously recommends a vote FOR the election of each of the nominated directors.

8

CORPORATE GOVERNANCE MATTERS

Development and implementation of best practices throughout our corporate governance structure is fundamental to our strategy to enhance performance by creating an environment that increases operational efficiency and ensure long-term productivity and growth.  Sound corporate governance practices also ensure alignment with shareholder interests by promoting fairness, transparency and accountability in business activities among employees, management and the Board.

2011 Corporate Governance Developments

Because our Board is committed to strong and effective corporate governance, our corporate governance practices and policies are established, monitored and regularly assessed by our Board with assistance and guidance from our Nominating and Corporate Governance Committee to ensure we meet or exceed the requirements of applicable laws, regulations and rules and the NYSE’s listing standards.

During 2011, our Board took the following actions concerning our corporate governance policies and practices:

·                  implemented declassification of our Board, after receipt of shareholder approval of a declassification amendment to our Articles of Incorporation at the 2011 Annual Meeting;

·                  revised our director retirement policy to be consistent with a declassified board; and

·                  recommended that an advisory vote on executive compensation be held annually.

The changes made to our corporate governance policies and practices build upon our solid corporate governance structure, which is exemplified by:

·                  a strong Chairman, Independent Directors, who is elected annually by the Board;

·                  our committee charters, which clearly establish the roles and responsibilities of each of the committees;

·                  Board committees that are comprised and chaired solely by independent directors;

·                  regular executive sessions of our independent directors;

·                  a “no-hedging” policy in our insider trading policy, which prohibits all employees, including our named executive officers and our non-employee directors, from hedging the economic risk in the West shares they own;

·                  a strong risk management program with specific responsibilities assigned to management, the Board, and the Board’s committees;

·                  a director orientation and continuing education program;

·                  our clear Code of Business Conduct;

·                  our Corporate Governance Principles; and

·                  our Compensation Committee’s engagement of an independent compensation consultant.

9

Additional information regarding the above aspects of our corporate governance is provided in this proxy statement in this section and the sections entitled “Board of Directors and Committees of the Board” and “Executive Compensation—Compensation Discussion and Analysis.”

Corporate Governance Documents

Our principal governance documents are our Corporate Governance Principles (“Principles”), Board Committee Charters, Independence Standards and Code of Business Conduct.  These 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., 101 Gordon Drive, Lionville, PA 19341.

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.

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.  The Nominating and Corporate Governance Committee assesses the Principles in light of corporate governance developments and makes recommendations to the Board on any changes to implement.  Our Principles address, among other things:

·                  director qualifications, including our Independence Standards;

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

·                  the role of independent directors in executive succession planning;

·                  the Board’s policy on setting director compensation and director stock-ownership guidelines;

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

·                  policies on access to management;

·                  director orientation and continuing education; and

·                  the annual self-assessment of board and committee performance to determine their effectiveness.

Code of Business Conduct

All of our employees, officers and directors are required to comply with our Code of Business Conduct.  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, the protection and use of our property and information and compliance with legal and regulatory requirements.  The Board has adopted a comprehensive Corporate Compliance and Ethics Program and has named John R. Gailey III our Chief Compliance Officer.  Mr. Gailey delivers semi-annual reports on the corporate compliance and ethics program to the Audit Committee.

10

Board Leadership Structure

The Board has determined that combining the CEO and Chairman positions is currently the best leadership structure for the Company.  The Board believes that our CEO is best situated to serve as Chairman because, given his day-to-day involvement with and intimate understanding of our business, industry and management team, he is the director most capable of effectively identifying and implementing strategic priorities.

Independent directors and management have different perspectives and roles in strategy development.  Our independent directors bring experience, oversight skills and expertise from outside our organization and industry, while our CEO brings Company-specific experience and expertise.  The Board believes that the combined role of Chairman and CEO promotes strategy development and implementation, and facilitates information flow between management and the Board, which are essential to effective governance.  The Board further believes that combining these roles fosters clear accountability, effective decision-making and alignment on the development and execution of corporate strategy.

One of the key responsibilities of the Board is to develop strategic direction and hold management accountable for implementing the strategy once it is developed.  The Board also believes the combined role of Chairman and CEO is an effective structure for the Board to understand the risks associated with the Company’s strategic plans and objectives.  Combining these positions places the Company’s senior-most executive in a position to guide the Board’s agenda in setting priorities for the Company and addressing the risks and challenges the Company faces.  Additionally, maintaining an independent board with a Chairman, Independent Directors permits open discussion and assessment of the Company’s ability to manage these risks and provides the appropriate balance between strategy development and independent oversight of management.

Chairman, Independent Directors

Thomas W. Hofmann, an independent director who serves as Chairman of the Nominating and Corporate Governance Committee, was selected by the Board in 2010 and re-appointed in 2011 to serve as the Chairman, Independent Directors for all meetings of non-management directors held in executive session.  The Chairman, Independent Directors confers with the CEO on Board agenda items, meeting schedules, presentations and other communications, acts as chairman for Board discussions on any subject where the CEO would not be the appropriate person to chair such discussion, and serves as principal liaison between the CEO and the independent directors.

The CEO and the Chairman, Independent Directors create the agenda for each Board meeting.  Each independent director may add items to the agenda.  Independent directors meet in regularly scheduled executive sessions and in special executive sessions called by the Chairman, Independent Directors.

The Board’s Role in Risk Oversight

The Board’s role in risk oversight is consistent with the Company’s leadership structure, with management having day-to-day responsibility for assessing and managing the Company’s risk exposure and the Board taking an active role in overseeing management of our risks—both at the Board and committee level.

The Board regularly reviews and monitors the risks associated with our financial condition and operations and specifically reviews the enterprise risks associated with the Company’s five-year plan.  In particular, the Board reviews the Company’s risk portfolio, confirms that management has established risk management processes that are functioning effectively and efficiently and are consistent with the Company’s 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 strategic overview by the CEO that describes the most significant issues, including risks, affecting the Company and also includes business

11

updates from each reporting segment.  In addition, at least quarterly, the Board reviews in detail the business and operations of each of the Company’s reporting segments, including the primary risks associated with that segment.

The Board focuses on the overall risks affecting the Company.  Each committee has been delegated the responsibility for the oversight of specific risks that fall within its areas of responsibility.  For example:

·                  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.

·                  The Audit Committee oversees management of financial reporting, compliance and litigation risks as well as the steps management has taken to monitor and control such exposures.

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

·                  The Innovation and Technology Committee reviews risks associated with intellectual property, innovation efforts and our technology strategy.

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 committee reports.

Director Independence

Our Board has adopted a formal set of categorical director qualification standards used to determine director independence.  The standards meet or exceed the independence requirements of the NYSE corporate governance listing standards.  Under the standards, a director must be determined to have no material relationship with us other than as a director.  The standards specify the criteria for determining director independence, including strict guidelines for directors and their immediate families regarding employment or affiliation with us or our independent registered public accounting firm.  The standards also prohibit the Audit Committee members from having any direct or indirect financial relationship with us.  The full text of our standards may be found under the “Investors—Corporate Governance” caption on our website at www.westpharma.com.

With the assistance of our General Counsel, the Nominating and Corporate Governance Committee has reviewed the applicable legal standards for Board and committee member independence, our standards of independence and the criteria applied to determine “audit committee financial expert” status.  The Committee has also reviewed a summary of the answers to annual questionnaires completed by each director.  On the basis of this review, the Nominating and Corporate Governance Committee has reported its findings to the full Board, and the Board has affirmatively determined that each of its non-employee directors is independent of us and our management under our standard of independence.  In making its determination, the Board considered relevant facts and circumstances, including direct and indirect transactions and relationships between each director and us.

Director Mandatory Retirement

Non-employee directors must retire on the date of the annual meeting of shareholders immediately following his or her 72nd birthday.  Employee directors must submit their resignation upon the date he or she ceases to be an executive of the Company.

12

Stock Ownership Goal for Directors and Executive Management

To encourage significant stock ownership by our directors, and to further align their interests with the interest of our shareholders, directors are expected to acquire within three years of appointment, and to retain during their tenure on the Board, shares of our common stock equal in value to at least five times the amount of the annual retainer.  In 2011, the annual retainer was $40,000.  The Board has set stock ownership goals for senior executive management, which are set forth in “Compensation Discussion and Analysis—Other Compensation Policies.”

Executive Sessions of Independent Directors

Our Board also holds regular executive sessions of only independent directors to conduct a self-assessment of its performance and to review management’s strategy and operating plans, the criteria by which our CEO and other senior executives are measured, management’s performance against those criteria and other relevant topics.  Last year, our independent directors held three executive sessions.

Communicating with the Board

Interested parties may communicate with the Chairman, Independent Directors or the independent directors as a group by sending a letter addressed to our Board of Directors, c/o Vice President, General Counsel and Secretary, West Pharmaceutical Services, Inc., 101 Gordon Drive, Lionville, PA 19341.  Communications to a particular director should be addressed to that director at the same address.

Our Corporate Secretary maintains a log of all communications received through this process.  Communications to specific directors are forwarded to those directors.  All other communications are transmitted directly to the Chairman, Independent Directors who decides whether they should be forwarded to a particular Board committee or to management for further handling.

Nomination of Director Candidates

Candidates for nomination to our Board are selected by the Nominating and Corporate Governance Committee in accordance with the Committee’s charter, our Amended and Restated Articles of Incorporation, our Bylaws and our Principles.  All persons recommended for nomination to our Board, regardless of the source of the recommendation, are evaluated in the same manner by the Committee.

The Board and the Nominating and Corporate Governance Committee 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 added 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 sufficient time to the affairs of the Company and be free of any disabling conflict.

·                  All of the directors, except for the Chief Executive Officer, should be “independent” as outlined in our Independence Standards.

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

13

·                  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 level executives of public companies, particularly companies with international operations, leaders in the healthcare or public health fields, science or technology backgrounds and individuals with financial expertise.

When considering nominees, the Nominating and Corporate Governance Committee may also consider whether the candidate possesses the qualifications, experience and skills it considers appropriate in the context of the Board’s overall composition and needs.  In addition, the Nominating and Corporate Governance Committee considers the value of diversity on the Board in the director nominee identification and nomination process.  Accordingly, the Committee’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 Committee regularly assesses the effectiveness of this approach as part of its review of the Board’s composition.

To assist it with its evaluation of the director nominees for election at the 2012 Annual Meeting, the Committee took into account the factors listed above and used a skills matrix highlighting the experience of our directors in areas such as pharmaceutical and biopharmaceutical services, medical device components, leadership, financial literacy, risk management expertise, and independence.  Under the heading “Director Qualifications and 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 believes 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 “Other Information—2013 Shareholder Proposals or Nominations” in this proxy statement.

Related Person Transactions and Procedures

The Board has adopted a written policy and procedures relating to the Nominating and Corporate Governance Committee’s review and approval of transactions with related persons that are required to be disclosed in proxy statements under SEC regulations.  A “related person” includes our directors, officers, 5% shareholders and immediate family members of these persons.  Under the policy, the Nominating and Corporate Governance Committee reviews the material facts of all related person transactions, determines whether the related person has a material interest in the transaction and may approve, ratify, rescind or take other action with respect to the transaction.  In approving the transactions, the Committee will take into account, among other factors, whether the transaction is on terms no less favorable than terms generally available to an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest in the transactions.

The Committee reviews and pre-approves certain types of related person transactions, including (1) director and executive officer compensation that is otherwise required to be reported in our proxy statement under SEC regulations; (2) certain transactions with companies at which the related person is an employee only; and (3) charitable contributions that would not disqualify a director’s independent status.  The policy and procedures can be found in the “Investors—Corporate Governance—Related Party Transaction Policies and Procedures” section of our website www.westpharma.com.

We do not have any related person transactions required to be reported under applicable SEC rules.

14

BOARD OF DIRECTORS AND COMMITTEES OF THE BOARD

Structure of the Board of Directors and Recent Changes in the Board

At the 2011 Annual Meeting, our shareholders approved an amendment to our Articles of Incorporation to declassify the Board.  As a result, all of our directors are elected annually and will hold office until the next annual meeting of shareholders or until their successors, if any, are duly elected and qualified, or until their earlier death, resignation, retirement, disqualification or removal.

During 2011, our Nominating and Corporate Governance Committee and our Board decreased the size of the Board to ten after the retirement of two directors under the Board’s retirement policy.  On February 21, 2012, the Board increased the size of the Board to 11 and elected Dr. Feehery to serve until the 2012 Annual Meeting and, if elected by shareholders, until the 2013 Annual Meeting.  The Board took this action in anticipation of Dr. Young’s retirement at the 2012 Annual Meeting under the Board’s retirement policy.

Meetings

During 2011, our Board met six times.  Each director attended at least 75% of the Board meetings and the meetings of the Board committees on which he or she served.  All directors are expected to attend the 2012 Annual Meeting, and all of our directors with the exception of Mr. Weiland attended the 2011 Annual Meeting.  Last year, our independent directors held three executive sessions.

Board Committees

The Board has four standing committees: the Audit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee, and the Innovation and Technology Committee, each of which consists solely of independent directors.  Each of our committees has a written charter, which is posted in the “Investors—Corporate Governance” section of our website at www.westpharma.com.  You may request a printed copy of each committee’s charter from our Corporate Secretary.  The following table sets forth the members of our board committees as of December 31, 2011 and the number of meetings held last year.

2011 Committee Membership and Number of Committee Meetings Held

M = Member         C = Chair

Our committee membership changed in May 2011. Mr. Buthman and Mr. Michels were appointed to the Audit Committee, and Mr. Buthman was appointed as Audit Committee chairman.  Following the July 2011 committee meetings, John P. Neafsey retired from the Nominating and Corporate Governance Committee and the Audit Committee and Geoffrey F. Worden retired from the Audit

15

Committee in anticipation of their August retirements from the Board.

Audit Committee

The Audit Committee assists our Board in its oversight of (1) the integrity of our financial statements; (2) the independence and qualifications of our independent auditors; (3) the performance of our internal audit function and independent auditors; and (4) our compliance with legal and regulatory requirements.  In carrying out these responsibilities, the Audit Committee, among other things:

·                  Reviews and discusses our annual and quarterly financial statements with management and the independent auditors;

·                  Manages our relationship with the independent auditors, including having sole authority for their appointment, retention and compensation; reviewing the scope of their work; approving non-audit and audit services; and confirming the independence of the independent auditors; and

·                  Oversees management’s implementation and maintenance of disclosure controls and procedures and internal control over financial reporting.

Audit Committee Financial Experts.  The Board has determined that Mr. Buthman and Mr. Hofmann are each an “audit committee financial expert” within the meaning of SEC regulations.

Compensation Committee

The purpose of the Compensation Committee is to discharge the Board’s responsibilities relating to compensation of the Company’s executive officers.  In discharging its duties, the Committee monitors the effectiveness of our executive compensation programs in realizing our compensation philosophy, reviews and approves corporate goals and objectives relevant to the compensation of our executive officers, and evaluates their performance against those goals and objectives.

In addition, the Compensation Committee develops our overall compensation philosophy, and, either as a committee or together with the other independent directors, determines and approves our executive compensation programs, makes all decisions about the compensation of our executive officers, including the named executive officers, and oversees our cash and equity-based incentive compensation plans.  The Compensation Committee reviews and discusses our CEO’s compensation with the independent directors in executive session before making a final decision on his compensation.  Each year, the Compensation Committee reviews the nature and amounts of all elements of the named executive officers’ compensation, both separately and in total, to ensure that compensation levels continue to support our pay-for-performance philosophy and accomplish the Committee’s goals of linking compensation with shareholder value.

The Compensation Committee approves guidelines for grants of equity-based awards under our incentive plans and has adopted policy and procedures that govern equity grants.  Under that policy, the Compensation Committee makes all equity awards once per year at a committee meeting in February following the release of earnings for the prior year.  The Compensation Committee has delegated limited authority to a plan committee comprised of the CEO, Vice President, Human Resources, General Counsel and Corporate Controller to grant equity awards in connection with the hiring or promotion of employees or for retention purposes.  The policy also confirms that the grant date of any equity award is the date the award is approved at a meeting of the Compensation Committee or plan committee and that the exercise price of any stock option is determined as of the grant date in compliance with the terms of the applicable incentive plan. Additional information about the processes and procedures the Compensation Committee follows in

16

considering and setting executive compensation is provided under “Compensation Discussion and Analysis.”

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee identifies qualified individuals to serve as board members; recommends nominees for director and officer positions; determines the appropriate size and composition of our Board and its committees; monitors a process to assess Board effectiveness; reviews related-party transactions; and considers matters of corporate governance.  When necessary, after review by the Chairman, Independent Directors, the Nominating and Corporate Governance Committee formally recommends to our Board a successor to our CEO.  The committee also reviews and makes recommendations to the Board regarding compensation and benefits for non-employee directors.  The Nominating and Corporate Governance Committee administers director equity-based compensation awards.

Innovation and Technology Committee

The Innovation and Technology Committee provides guidance to our Board on technical and commercial innovation strategies, reviews emerging technology trends that may affect our business, reviews our major innovation and technological programs and overall patent strategies, and assists our Board in making well-informed choices about investments in new technology.

COMPENSATION OF NON-EMPLOYEE DIRECTORS

Director Compensation for Fiscal 2011

Our non-employee directors receive annual grants of deferred stock and cash compensation, in the form of an annual retainer, meeting and committee fees.  In 2011, our Nominating and Corporate Governance Committee reviewed director compensation and recommended no increase in director compensation.  As a result, our director compensation has not changed since 2010.  The following table shows the meeting fees and retainers we paid to non-employee directors for 2011:

17

The total 2011 compensation of our non-employee directors is shown in the following table:

*                 Mr. Neafsey and Mr. Worden retired from the Board under the Board’s retirement policy on August 4, 2011 and August 7, 2011, respectively.

Fees Earned or Paid in Cash.  The amounts in the “Fees Earned or Paid in Cash” column are retainers and meeting fees earned for serving on our Board, its committees and as committee chairs and Chairman, Independent Directors.  All annual retainers and meeting fees are paid quarterly.  The amounts are not reduced to reflect elections to defer fees under the Non-Qualified Deferred Compensation Plan for Non-Employee Directors (“Director Deferred Compensation Plan”).  Mr. Michels, Mr. Welters, and Mr. Weiland deferred 100% of their cash compensation during 2011.  Dr. Young deferred 50% of his cash compensation during 2011.

Stock Awards.  The amounts in the “Stock Awards” column reflect the grant date fair value for deferred stock awards made in 2011.  The grant date fair value is determined under Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) Topic 718.  In 2011, each non-employee director was awarded 2,325 shares of deferred stock.  The 2011 deferred stock had a grant date fair market value of $47.31 per share based on the closing price of our common stock on the award date, May 3, 2011.  For a more detailed discussion on the grant date fair value for our deferred stock awards, refer to Note 15 to the consolidated financial statements included in our 2011 Form 10-K.  Deferred stock awards are made on the date of our annual meeting and vest pro rata on a monthly basis through the date of the next annual meeting when the awards become fully vested.  Vesting ceases upon termination for any reason, and the entire award is forfeited immediately if a director is removed from the Board for cause.

Messrs. Worden and Neafsey forfeited 75% of their Deferred Stock award upon their retirement under the terms of the grant.  The value of the forfeiture on their respective retirement dates were: Mr. Neafsey - $71,877 and Mr. Worden - $72,401.

All deferred stock is credited to an account under the Director Deferred Compensation Plan and is distributed as shares of common stock according to the terms of that plan, as described below.  When dividends are paid on common stock, additional shares of deferred stock are credited to each director’s deferred stock account as if those dividends were used to purchase additional shares.

All Other Compensation.  The amounts in the “All Other Compensation” column are the sum of the: (1) dividend equivalents credited to accounts under the Director Deferred Compensation Plan;, (2) with respect to Mr. Hofmann, Dr. Paula Johnson, Mr. Neafsey, Mr. Weiland, Mr. Welters, Mr. Worden and Mr. Zenner, charitable contributions of $1,000 each made under our charitable contribution matching program, which is available to our employees, retirees and directors on a non-discriminatory basis; (3) with respect to Mr.

18

Neafsey, distribution of all of his account balance under the Director Deferred Compensation Plan, which he accrued during his 24-year tenure as a director; and, (4) with respect to Mr. Worden, distribution of a significant portion of his account balance under the Director Deferred Compensation Plan, which he accrued during his 18-year tenure as a director.

Stock Options.  Prior to 2007, non-employee directors received annual grants of stock options, which vested on the first anniversary of the grant date.  After benchmarking this practice, our Board stopped granting stock options to directors.  All stock options are vested and expire ten years after the original date of grant.

The following table presents information on stock awards and stock options as of December 31, 2011 for each person who served as a non-employee director last year.

Outstanding Director Stock Awards and Stock Options at Year-End 2011

*                 Mr. Neafsey and Mr. Worden retired from the Board under the Board’s retirement policy on August 4, 2011 and August 7, 2011, respectively, and received distributions of their vested deferred stock awards.

Director Deferred Compensation Plan

All non-employee directors may participate in the Director Deferred Compensation Plan, which permits participants to defer all or a part of their annual cash retainers and meeting fees until their Board service terminates.  Deferred fees may be credited to a “stock-unit” account that is deemed invested in our common stock or to an account that earns interest at the prime rate of our principal commercial bank.  The stock-unit accounts also are credited with dividend equivalents based on the number of stock units credited to the account as of the dividend record date.

The value of a director’s account balance is distributed on termination of Board service.  The value of a director’s stock-unit account is determined by multiplying the number of stock units credited to the account by the fair market value of our common stock on the termination date.

Directors may receive their distribution as a lump sum or in up to ten annual installments.  Separate elections apply to amounts earned and vested before 2005 and amounts earned and vested after December 31, 2004.  Deferred stock is distributed in shares of stock and deferred stock units are distributed in cash.  If a director elects the installment option, any cash-account balances during the distribution period will earn interest at the prime rate of our principal commercial bank and deferred stock will be credited with dividends until paid.  Partial shares are distributed in cash.

19

The following table summarizes the amounts credited to each Director Deferred Compensation Plan account as of December 31, 2011:

(1)          Value is determined by multiplying the number of stock units or shares of deferred stock, as applicable, times $37.95, the fair market value of a share of stock on December 31, 2011.  Stock units relate to deferred compensation that has previously been reported in the “Fees Earned or Paid in Cash” column for the year the compensation was earned.

(2)          Mr. Worden was the only director with amounts invested in the interest-bearing account.  This account earned interest at a rate of 3.25%, compounded quarterly, which resulted in $2,317 being credited to his account in 2011.  This amount will be distributed in 2012 and 2013.

(3)          Mr. Neafsey retired from the Board on August 4, 2011.  His account balance was distributed on October 3, 2011 under the terms of the Director Deferred Compensation Plan and his elections.

(4)          Mr. Worden retired from the Board on August 7, 2011.  Substantially all of his account balance was distributed on October 3, 2011 under the terms of the Director Deferred Compensation Plan and his elections.

20

SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN BENEFICIAL OWNERS

The following table shows the number of shares of our common stock beneficially owned by (a) each of our directors; (b) each named executive officer (as defined in the Compensation Discussion and Analysis section of this proxy statement); (c) all current directors and executive officers as a group; and (d) each person or group known by us to own more than five percent of the outstanding shares of our common stock.  The information is stated as of March 1, 2012.  Unless otherwise noted, the beneficial owners exercise sole voting and/or dispositive power over their shares.