indv-20250327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549 FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 27, 2025

INDIVIOR PLC

(Exact name of registrant as specified in its charter)


England and Wales	001-37835	98-1204773
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)


10710 Midlothian Turnpike Suite 125 North Chesterfield, VA						23235
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 804-379-1040



(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Ordinary shares, $0.50 nominal value per share

INDV

The Nasdaq Stock Market LLC

INDV

London Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 7.01 Regulation FD Disclosure.

Indivior PLC (the “Registrant” or “Indivior”) today announced that it had published on its website (www.indivior.com/en/investors/shareholder-information) notice of its 2025 Annual General Meeting (the “AGM Notice”). Also, in connection with the Annual General Meeting (“AGM”), Indivior sent (i) a letter from the Chair of the Board, and (ii) a joint letter from the current and incoming Chairs of the Compensation Committee, to several of its largest institutional shareholders. These letters provide information and context regarding its remuneration policy, which is one of the items upon which shareholders will vote at the AGM. Indivior furnishes the AGM Notice as Exhibit 99.1, and these letters as Exhibits 99.2 and 99.3, to this report.

Exhibits 99.1, 99.2, and 99.3 are incorporated by reference into this Item 7.01. Information contained on the Registrant's website is not incorporated by reference into this report. Neither the information in the preceding paragraphs nor Exhibits 99.1, 99.2, and 99.3 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section. It may only be incorporated by reference into another filing under the Exchange Act or Securities Act of 1933 if such subsequent filing specifically references Section 7.01 of this Current Report on Form 8-K. The Registrant disclaims any inference regarding the materiality of such information which otherwise may arise as a result of its furnishing such information under Item 7.01 of this report on Form 8-K.

This report contains certain statements that are forward-looking. Forward-looking statements include, among other things, express and implied statements pertaining to expectations regarding the employment of Mr. Ciaffoni, future Company and stock price performance, and statements containing the words “believe,” “anticipate,” “plan,” “expect,” “intend,” “estimate,” “forecast,” “strategy,” “target,” “guidance,” “outlook,” “potential,” “project,” “priority,” “may,” “will,” “should,” “would,” “could,” “can,” “outlook,” “guidance,” the negatives thereof, and variations thereon and similar expressions. By their nature, forward-looking statements involve risks and uncertainties as they relate to events or circumstances that may or may not occur in the future. Actual results may differ materially from those expressed or implied in such statements because they relate to future events. For information about some of the risks and important factors that could affect our future results and financial condition, see the discussion of “Risk Factors” in Indivior’s Annual Report on Form 10-K for the fiscal year 2024 and its other filings with the U.S. Securities and Exchange Commission. The forward-looking statements in this report have been based on current expectations and beliefs concerning future events. Forward-looking statements contained in this report apply only at the date of this report and, except as required by law, the Registrant undertakes no obligation publicly to update or revise any forward-looking statement, whether due to new information, future developments or otherwise.

Item 9.01 Financial Statements and Exhibits.


Exhibit No.						Description
99.1						Announcement sent to the London Stock Exchange on March 27, 2025, titled “Publication of Notice of 2025 Annual General Meeting.”
99.2						L etter from Chair of the Board
99.3						Letter from Current and Incoming Chairs of the Compensation Committee
104						Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


		Indivior PLC

Date: March 27, 2025	By:	/s/ Kathryn Hudson
		Name: Kathryn Hudson
		Title: Company Secretary

Exhibit 99.2

March 27, 2025

Dear Shareholder,

I am writing to you today as Chair of Indivior, ahead of our upcoming Annual General Meeting (AGM) on Thursday, May 8th.

Indivior was founded to help tackle the global opioid crisis, one of the gravest and most urgent public health emergencies of our time, and it continues to be a global leader in the development of Opioid Use Disorder (OUD) treatments.

SUBLOCADE, our lead product for the treatment of OUD, has helped more than 350,000 patients since launch and now generates annual net revenue of more than $750m.

Despite this growth, based on our performance in 2024, the Board decided forceful action was required to deliver on SUBLOCADE’s peak annual net revenue potential with full awareness that SUBLOCADE is the key to enhancing shareholder value.

To achieve this goal, we need a fresh perspective and an experienced Chief Executive Officer in place to execute against the company’s strategy and Vision.

Last month we made a change and announced the appointment of Joe Ciaffoni as our next Chief Executive Officer (CEO) effective upon our shareholders’ approval of the proposed Directors’ Remuneration Policy at our 2025 AGM. This change was fully supported by the Board. Joe was appointed to our Board in December of last year and is a proven public company CEO, with more than 30 years of commercial execution in pharmaceuticals and biotech. He has a strong track record of operational success, working across diverse models and therapeutic areas spanning specialty, rare disease, mass market and hospital.

In previous roles, he has proven adept at navigating complex commercial dynamics and we are confident that he has the right skillset to deliver on SUBLOCADE’s promise for patients and shareholders alike. The supportive feedback we have had from shareholders and the pharmaceutical industry since announcing Joe’s appointment has only strengthened our belief in his leadership qualities.

As a primary US-listed business, headquartered in Virginia and with the vast majority of our revenues generated in the US, it is vital that we hire senior leadership with a track record to deliver in that market. This means that we need to have compensation arrangements that reward performance and are competitive in comparison with the US biopharmaceutical sector with which we compete for talent. This is a significant yet appropriate shift, reflective of the commercial reality of the market in which we are operating.


Indivior PLC 234 Bath Road Slough, Berkshire SL1 4EE United Kingdom
indivior.com

Registered in England & Wales, No. 9237894. Registered office at 234 Bath Road, Slough, Berkshire SL1 4EE

We believe the compensation approach that is detailed in Jo LeCouilliard and Barbara Ryan’s joint letter in the following pages ensures that the incentives for our new CEO will be directly aligned with the best interests of all Indivior shareholders. The letter sets out the detail of this approach, but I wanted to write to you as Chair to underline the urgency and consideration we have given this matter.

Through this process, our approach has been governed by one clear and overriding objective – to put the right CEO in place who can deliver on Indivior’s full potential and generate significant shareholder value. Our strong belief is that Joe is that individual and that the proposed compensation policy will help us deliver on our objective.

We look forward to your support for the Directors’ Remuneration Policy at Indivior’s AGM in May.

Yours faithfully,

Dr. David Wheadon

Chair


Indivior PLC 234 Bath Road Slough, Berkshire SL1 4EE United Kingdom
indivior.com

Registered in England & Wales, No. 9237894. Registered office at 234 Bath Road, Slough, Berkshire SL1 4EE

Exhibit 99.3

March 27, 2025

Dear Shareholder,

We are writing to you in our capacity as both outgoing and incoming Chair of the Compensation Committee, to set out planned changes to our Directors’ Remuneration Policy for shareholder approval at our 2025 AGM.

As David set out in his letter, it is imperative that Indivior has pay arrangements in place that reward performance and are competitive in comparison with the US biopharmaceutical sector with which we compete for talent. The employment agreement with Joe Ciaffoni is conditional and only effective upon shareholder approval of the proposed Policy at the 2025 AGM.

The proposals we are sharing today aim to put a policy in place that will underpin Indivior’s success in the years ahead and ensure the company has access to the best talent in the market.

As part of the Compensation Committee’s work in putting together this proposal, we have conducted a benchmarking exercise against a group of peers in the pharmaceutical industry. To fully understand the competitiveness of our compensation arrangements, both in structure and quantum, relative to the US market, we engaged Mercer to undertake a full US market review.

Key findings from this review are that long-term incentive award values and resulting target total direct compensation (TDC) are significantly below US market median, and below or close to the 25th percentile. As such, pay mix at Indivior is not sufficiently focused on long-term incentives, which are more typical for the US market.

The principal change under the proposed Directors’ Remuneration Policy for CEO compensation is therefore to increase the annual on-target grant limit for long term incentives from 200% of salary (400% at maximum) to an on-target grant of 400% of salary in 2026 and 700% in 2027, with the maximum being 2x on-target. The Committee believes that this approach will allow us to shift towards a higher mix of incentive-based compensation and bridge the gap between historic practices and US benchmark levels over the next few years in a measured and responsible way.

Long Term Incentive Plan awards may be granted as performance-based awards in the form of performance stock units (“PSUs”) and service-based awards in the form of restricted stock units (“RSUs”) (with RSUs not normally exceeding 30% of the award). In line with US market practice, the requirement for a post vesting holding period and the mandatory deferral of bonus has been removed. However, stock ownership requirements are increased to 600% of salary.

Joe Ciaffoni will not receive any regular annual LTIP award in 2025. However, upon his appointment following shareholder approval of the proposed policy at the 2025 AGM, he will be granted “on-hire awards” consisting of:

PSUs with a grant date value of 12 times his annual base salary ($1.05 million), subject to a cap of 1.575 million shares.

The PSUs will not be capable of vesting during the 12 months following his Start Date (except in connection with a change of control), and thereafter will vest in accordance with the achievement of a performance condition based on the Company’s share price (as defined below), and subject to his continued employment on the date the applicable performance condition is met. He must hold the shares resulting from any vested PSUs for a period of 12 months following vesting, except as necessary to satisfy the applicable withholding tax liability.

The performance condition refers to the achievement by the Company of the applicable volume-weighted average share price (“VWAP”) during any 30 consecutive trading days between the one-year and five-year anniversaries of his Start Date:


VWAP			Percentage of PSUs to Vest
$15.00			30%
$20.00			20%
$25.00			20%
$30.00			15%
$35.00			15%

RSUs with a grant date value of four times his annual base salary ($1.05 million), subject to a cap of 525,000 shares.

The RSUs will cliff-vest on the third anniversary of the commencement of his employment, subject to continued employment.

A clear priority in putting this compensation policy together is to ensure that the CEO’s incentives are directly aligned to those of our shareholders, and we believe that this policy achieves that goal. It is worth noting that the share price thresholds included in Mr. Ciaffoni’s on-hire PSU award are substantially higher than the stock price at the time of his appointment. So, absent a significant increase in the Company share price, the PSU award would expire worthless. Were he to receive the full potential compensation under this scheme by 2030, then the value created for shareholders would be more than $3bn of market capitalization. Under all PSU vesting scenarios, the value of Mr. Ciaffoni’s on-hire awards would be less than 2% of value created.

The Board and Compensation Committee believe these policy changes are vital to ensure we can put in place the right leadership to drive our company forward.

We would appreciate the opportunity to meet with you to discuss the remuneration proposals. The Board appreciates your engagement on this matter and your feedback is important to us.

To this end, we would be very grateful for your availability for a telephone or video call during the first half of April. Alternatively, if you would prefer to provide written feedback, please feel free to do so.

Yours faithfully,

Jo Le Couilliard

Chair of the Compensation Committee

Barbara Ryan

Chair of the Compensation Committee Designate