8-K/A

lndivior PLC

Date: May 9, 2025

/s/ Jeff Burris

Name: Jeff Burris

Title: Chief Legal Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 8, 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.)


I 07 IO 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
		Indicate by check
	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. ☐

EXPLANATORY NOTE

Indivior PLC (“Indivior” or the “Company”) held its 2025 Annual General Meeting (“2025 AGM”) on May 8, 2025. The results of items presented for voting were set forth in Item 5.07 of the Company’s Current Report on Form 8-K filed May 8, 2025, which is incorporated by reference.

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.

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 [email protected]

Tim Owens

Director, Investor Relations

+1 804-263-3978 or [email protected]

Alice Givens

Company Secretary

+1 804-659-7741 or [email protected]

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.