Innoviva, Inc 8-K, filed May 20, 2021
Innoviva, Inc. (INVA)
About this 8-K
Innoviva, Inc filed this 8-K on May 20, 2021, reporting on events of May 14, 2021.
Items reported
- Item 5.07: Shareholder vote results
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SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
At the Annual Meeting of Stockholders held on May 14, 2021 (the “Meeting”), the stockholders of Innoviva, Inc. (“Innoviva”) elected six members to our board of directors, each for a one-year term expiring at the annual meeting of stockholders in 2022, as follows:
| Members | Number of Shares Voted For | Number of Shares Voted Against or Abstained | Broker Non-Votes | ||||||||
| George W. Bickerstaff, III | 47,088,853 | 36,695,268 | 7,011,622 | ||||||||
| Deborah L. Birx, M.D. | 81,596,391 | 2,187,730 | 7,011,622 | ||||||||
| Mark DiPaolo, Esq. | 45,790,536 | 37,993,585 | 7,011,622 | ||||||||
| Jules Haimovitz | 47,911,176 | 35,872,945 | 7,011,622 | ||||||||
| Odysseas D. Kostas, M.D. | 45,794,740 | 37,989,381 | 7,011,622 | ||||||||
| Sarah Schlesinger, M.D. | 46,922,520 | 36,861,601 | 7,011,622 | ||||||||
At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s 2020 executive compensation (the “Say-on-Pay Proposal”). The vote for such approval was 48,107,045 shares for, 35,542,106 shares against, 134,970 shares abstaining, and 7,011,622 shares of broker non-votes.
Also at the Meeting, our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The vote for such ratification was 90,493,218 shares for, 263,535 shares against, 38,990 shares abstaining and no broker non-votes.
With respect to the vote of our directors (other than Dr. Birx) and the Say-On-Pay Proposal, the voting result was affected by GlaxoSmithKline plc (“GSK”) voting “Against” each proposal. GSK owns approximately 32% of Innoviva’s outstanding common stock. If GSK’s votes were excluded, the votes “For” Innoviva’s directors (other than Dr. Birx) represented between approximately 89% and 93% of the votes by our stockholders cast, and the vote “For” the Say-on-Pay Proposal represented approximately 93% of the votes cast (in each case with broker non-votes disregarded and abstentions counted as votes “Against”). In addition to the support of Innoviva’s shareholders other than GSK, both Glass Lewis and Institutional Shareholder Services recommended that its clients vote “For” each of our directors and “For” the Say-on-Pay Proposal.
For more information related to our relationship with GSK, please refer to the Risk Factors described in our Annual Report on Form 10-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| INNOVIVA, INC. | ||
| Date: May 20, 2021 | By: | /s/ Pavel Raifeld |
| Pavel Raifeld | ||
| Chief Executive Officer | ||