Indivior Pharmaceuticals, Inc 8-K/A, filed May 12, 2025
Indivior Pharmaceuticals, Inc. (INDV)
About this 8-K/A
Indivior Pharmaceuticals, Inc filed this 8-K/A on May 12, 2025, reporting on events of May 8, 2025.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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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):
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Securities registered pursuant to Section 12(b) of the Act:
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| 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).
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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. ☐
EXPLANATORY NOTE
The tally of Votes Against Item 6. To elect Dr. David Wheadon has been corrected from 4,624,894 to 14,624,894. All other details remain unchanged.
The full amended text of Item 5.07 is shown below.
The Company has released, via the Regulatory News Service (“RNS”), an amended announcement regarding the results of the 2025 AGM, which is furnished as Exhibit 99.1 to this Form 8-K/A and is incorporate by reference. RNS is the news service of the London Stock Exchange.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company’s 2025 AGM was held on May 8, 2025. Details of each resolution presented at the 2025 AGM were set forth in the Notice of Meeting circulated to shareholders on March 27, 2025 (the “2025 AGM Notice”). All resolutions were duly passed by shareholders by way of a poll. Results of items presented for voting are set forth below:
1. To receive the Annual Report and Accounts:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,773,958 | 2,502 | 227,842 | 0 |
2. To approve the Director’s Remuneration Report:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 76,166,363 | 3,747,204 | 90,735 | 0 |
3. To approve the Directors’ Remuneration Policy:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 74,447,950 | 5,464,988 | 91,364 | 0 |
4-10. To elect or re-elect the seven director nominees.
| Nominee |
Votes For | Votes Against | Withheld | Broker Non-Votes | ||||
| Joseph Ciaffoni |
79,725,151 | 225,142 | 54,009 | 0 | ||||
| Daniel Ninivaggi |
78,875,142 | 1,073,927 | 55,232 | 0 | ||||
| Dr. David Wheadon |
65,324,886 | 14,624,894 | 54,521 | 0 | ||||
| Dr. Keith Humphreys |
71,220,343 | 8,732,129 | 51,830 | 0 | ||||
| Barbara Ryan |
66,278,304 | 13,645,584 | 80,414 | 0 | ||||
| Mark Stejbach |
66,449,177 | 13,503,305 | 51,820 | 0 | ||||
| Juliet Thompson |
65,523,796 | 14,399,386 | 81,120 | 0 |
11. To re-appoint PricewaterhouseCoopers LLP as Auditor:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,077,334 | 880,211 | 46,757 | 0 |
12. To authorize the Audit & Risk Committee to determine the remuneration of the Auditor:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,820,100 | 138,138 | 46,064 | 0 |
13. To authorize the Company and any of its U.K. subsidiaries to make political donations and incur political expenditure:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 78,832,165 | 964,328 | 207,808 | 0 |
14. To authorize the Directors to allot shares:
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,153,182 | 723,748 | 127,372 | 0 |
15. To authorize the Directors to disapply pre-emption rights up to 10% of the issued capital (Special Resolution):
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 78,961,024 | 941,908 | 101,370 | 0 |
16. To authorize the Directors to disapply pre-emption rights up to an additional 10% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution):
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 78,287,338 | 1,584,404 | 132,559 | 0 |
17. To authorize market purchases of the Company’s ordinary shares (Special Resolution):
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,831,447 | 48,147 | 124,708 | 0 |
18. To call a general meeting other than an annual general meeting on not less than 14 clear days’ notice (Special Resolution):
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 78,847,776 | 1,119,509 | 37,017 | 0 |
19. To adopt the new Articles of Association (Special Resolution):
| Votes For |
Votes Against |
Withheld |
Broker Non-Votes | |||
| 79,666,957 | 290,995 | 46,350 | 0 |
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |
| 99.1 | Announcement sent to the London Stock Exchange on May 9, 2025, titled “Amendment to Result of AGM.” | |
| 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.
| lndivior PLC | ||||||
| Date: May 9, 2025 |
By: | /s/ Jeff Burris | ||||
| Name: Jeff Burris | ||||||
| Title: Chief Legal Officer | ||||||
Exhibit 99.1
The following amendment has been made to the Result of Annual General Meeting (‘AGM’) announcement released on May 8, 2025 at 14:00 under RNS Number 9352H.
The number of votes against resolution 6. To elect Dr. David Wheadon, has been updated to 14,624,894.
All other details remain unchanged.
The full amended text is shown below.
Indivior PLC (the ‘Company’)
Result of Annual General Meeting (‘AGM’)
May 8, 2025
The Company announces the voting results of its AGM, held earlier today at the Marlborough Theatre, No. 11 Cavendish Square, London, W1G 0AN. All resolutions were duly passed by shareholders by way of a poll.
Details of each resolution are set out in the Notice of Meeting circulated to shareholders on March 27, 2025. The voting results, incorporating proxy votes lodged in advance of the AGM, are set out below and will be made available on the Company’s website at http://www.indivior.com/en/investors/shareholder-information.
| RESOLUTION |
VOTES FOR |
% | VOTES AGAINST |
% | VOTES TOTAL |
% of ISC VOTED1 |
VOTES WITHHELD2 |
|||||||||||||||||||||
| 1. To receive the Annual Report and Accounts | 79,773,958 | 100.00 | % | 2,502 | 0.00 | % | 79,776,460 | 63.94 | % | 227,842 | ||||||||||||||||||
| 2. To approve the Directors’ Remuneration Report | 76,166,363 | 95.31 | % | 3,747,204 | 4.69 | % | 79,913,567 | 64.05 | % | 90,735 | ||||||||||||||||||
| 3. To approve the Directors’ Remuneration Policy | 74,447,950 | 93.16 | % | 5,464,988 | 6.84 | % | 79,912,938 | 64.05 | % | 91,364 | ||||||||||||||||||
| 4. To elect Joseph Ciaffoni | 79,725,151 | 99.72 | % | 225,142 | 0.28 | % | 79,950,293 | 64.08 | % | 54,009 | ||||||||||||||||||
| 5. To elect Daniel Ninivaggi | 78,875,142 | 98.66 | % | 1,073,927 | 1.34 | % | 79,949,069 | 64.08 | % | 55,232 | ||||||||||||||||||
| 6. To elect Dr. David Wheadon | 65,324,886 | 81.71 | % | 14,624,894 | 18.29 | % | 79,949,780 | 64.08 | % | 54,521 | ||||||||||||||||||
| 7. To re-elect Dr. Keith Humphreys | 71,220,343 | 89.08 | % | 8,732,129 | 10.92 | % | 79,952,472 | 64.08 | % | 51,830 | ||||||||||||||||||
| 8. To re-elect Barbara Ryan | 66,278,304 | 82.93 | % | 13,645,584 | 17.07 | % | 79,923,888 | 64.06 | % | 80,414 | ||||||||||||||||||
| 9. To re-elect Mark Stejbach | 66,449,177 | 83.11 | % | 13,503,305 | 16.89 | % | 79,952,482 | 64.08 | % | 51,820 | ||||||||||||||||||
| 10. To re-elect Juliet Thompson | 65,523,796 | 81.98 | % | 14,399,386 | 18.02 | % | 79,923,182 | 64.06 | % | 81,120 | ||||||||||||||||||
| 11. To re-appoint PricewaterhouseCoopers LLP as Auditor | 79,077,334 | 98.90 | % | 880,211 | 1.10 | % | 79,957,545 | 64.08 | % | 46,757 | ||||||||||||||||||
| 12. To authorize the Audit & Risk Committee to determine the remuneration of the Auditor | 79,820,100 | 99.83 | % | 138,138 | 0.17 | % | 79,958,238 | 64.08 | % | 46,064 | ||||||||||||||||||
| 13. To authorize the Company and any of its UK subsidiaries to make political donations and incur political expenditure | 78,832,165 | 98.79 | % | 964,328 | 1.21 | % | 79,796,493 | 63.96 | % | 207,808 | ||||||||||||||||||
| 14. To authorize the Directors to allot shares | 79,153,182 | 99.09 | % | 723,748 | 0.91 | % | 79,876,930 | 64.02 | % | 127,372 | ||||||||||||||||||
| 15. To authorize the Directors to disapply pre-emption rights up to 10% of the issued capital (Special Resolution) | 78,961,024 | 98.82 | % | 941,908 | 1.18 | % | 79,902,932 | 64.04 | % | 101,370 | ||||||||||||||||||
| 16. To authorize the Directors to disapply pre-emption rights up to an additional 10% for transactions which the Board determines to be an acquisition or other capital investment (Special Resolution) | 78,287,338 | 98.02 | % | 1,584,404 | 1.98 | % | 79,871,742 | 64.02 | % | 132,559 | ||||||||||||||||||
| 17. To authorize market purchases of the Company’s ordinary shares (Special Resolution) | 79,831,447 | 99.94 | % | 48,147 | 0.06 | % | 79,879,594 | 64.02 | % | 124,708 | ||||||||||||||||||
| 18. To call a general meeting other than an annual general meeting on not less than 14 clear days’ notice (Special Resolution) | 78,847,776 | 98.60 | % | 1,119,509 | 1.40 | % | 79,967,285 | 64.09 | % | 37,017 | ||||||||||||||||||
| 19. To adopt the new Articles of Association (Special Resolution) | 79,666,957 | 99.64 | % | 290,995 | 0.36 | % | 79,957,952 | 64.08 | % | 46,350 |
Notes:
| 1. | As at the close of business on May 8, 2024, the total number of ordinary shares of US$0.50 eligible to be voted at the AGM was 124,769,533. Therefore, the total voting rights in the Company as at that time was 124,769,533. |
| 2. | A vote withheld is not a vote in law and is not counted in the calculation of the votes for or against a resolution. |
A copy of the special business resolutions will be submitted to the National Storage Mechanism and will be available to view at https://data.fca.org.uk/#/nsm/nationalstoragemechanism in due course.
Computershare Investor Services PLC acted as scrutineer of the poll on all resolutions.
Key Contacts:
Jason Thompson
VP, Investor Relations
+1 804-402-7123 or jason.thompson@indivior.com
Tim Owens
Director, Investor Relations
+1 804-263-3978 or timothy.owens@indivior.com
Alice Givens
Company Secretary
+1 804-659-7741 or alice.givens@Indivior.com
About Indivior
Indivior is a global pharmaceutical company working to help change patients’ lives by developing medicines to treat opioid use disorder (OUD). Our vision is that all patients around the world will have access to evidence-based treatment for the chronic conditions and co-occurring disorders of OUD. Indivior is dedicated to transforming OUD from a global human crisis to a recognized and treated chronic disease. Building on its global portfolio of OUD treatments, Indivior has a pipeline of product candidates designed to expand on its heritage in this category. Headquartered in the United States in Richmond, VA, Indivior employs over 1,000 individuals globally and its portfolio of products is available in over 30 countries worldwide. Visit www.indivior.com to learn more. Connect with Indivior on LinkedIn by visiting www.linkedin.com/company/indivior.
Indivior PLC’s Legal Entity Identifier code is 213800V3NCQTY7IED471.