Viatris Inc 8-K, filed Dec 6, 2024
Viatris Inc (VTRS)
About this 8-K
Viatris Inc filed this 8-K on December 6, 2024.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 5.07: Shareholder vote results
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code:
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:
| 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 | ||
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 5.02(e) | Approval of an amendment to the Viatris Inc. 2020 Stock Incentive Plan. |
On December 6, 2024, Viatris Inc. (“Viatris” or the “Company”) held its 2024 annual meeting of shareholders (the “2024 Annual Meeting”). As further discussed below, at the 2024 Annual Meeting, shareholders of the Company approved an amendment to the Company’s 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan Amendment”). For a description of the 2020 Stock Incentive Plan Amendment, see the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-39695), filed with the Securities and Exchange Commission on October 25, 2024 (the “Proxy Statement”). A copy of the 2020 Stock Incentive Plan Amendment is attached as Appendix C to such Proxy Statement.
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On December 6, 2024, the Company held its 2024 Annual Meeting to (i) elect twelve director nominees, each to hold office until the 2025 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2023 compensation of the named executive officers of the Company; (iii) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iv) approve the 2020 Stock Incentive Plan Amendment to (1) increase the maximum aggregate number of shares of Viatris common stock reserved and available for issuance for awards pursuant to the 2020 Stock Incentive Plan by 49,000,000 shares, subject to adjustment as provided in the Company’s 2020 Stock Incentive Plan, and (2) eliminate an exception to the 12-month minimum vesting requirement for awards granted on an ad hoc basis in order to achieve a specified business objective. With respect to each proposal below, any abstentions and broker non-votes were considered for purposes of establishing a quorum but were not considered to be votes cast and therefore had no effect on the vote on any such proposal.
| (b) | The certified results of the matters voted on at the 2024 Annual Meeting are set forth below. |
Proposal No. 1 - Election of the following twelve director nominees, each to hold office until the 2025 annual meeting of shareholders:
| Nominee |
For | Against | Abstain | Broker Non-Votes | ||||||||||||
| W. Don Cornwell |
900,964,555 | 4,460,343 | 3,834,109 | 114,954,301 | ||||||||||||
| JoEllen Lyons Dillon |
737,759,209 | 167,733,463 | 3,766,345 | 114,954,291 | ||||||||||||
| Elisha Finney |
902,054,026 | 3,436,873 | 3,768,120 | 114,954,291 | ||||||||||||
| Leo Groothuis |
878,504,023 | 26,933,798 | 3,821,197 | 114,954,291 | ||||||||||||
| Melina Higgins |
804,442,071 | 101,065,484 | 3,751,463 | 114,954,291 | ||||||||||||
| James M. Kilts |
840,616,779 | 64,831,995 | 3,810,242 | 114,954,293 | ||||||||||||
| Harry Korman |
780,276,345 | 125,203,030 | 3,779,642 | 114,954,292 | ||||||||||||
| Rajiv Malik |
823,760,959 | 81,491,917 | 4,006,144 | 114,954,289 | ||||||||||||
| Richard Mark |
900,441,821 | 5,011,531 | 3,805,662 | 114,954,295 | ||||||||||||
| Mark Parrish |
850,985,723 | 54,462,270 | 3,811,027 | 114,954,289 | ||||||||||||
| Scott A. Smith |
902,081,653 | 3,373,699 | 3,803,668 | 114,954,288 | ||||||||||||
| Rogério Vivaldi Coelho |
900,799,052 | 4,645,816 | 3,814,152 | 114,954,289 | ||||||||||||
Each director nominee was elected to hold office until the 2025 annual meeting of shareholders.
Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2023 compensation of the named executive officers of the Company:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 445,035,979 | 458,870,163 | 5,352,861 | 114,954,306 |
This proposal was not approved, but received 49.23% of votes in favor (thus missing approval by less than 0.80%).
Proposal No. 3 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 962,950,848 | 54,384,649 | 6,877,812 | N/A |
This proposal was approved.
Proposal No. 4 – Approval of the 2020 Stock Incentive Plan Amendment:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 872,421,538 | 31,280,303 | 5,557,159 | 114,954,308 |
This proposal was approved.
SIGNATURE
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.
| VIATRIS INC. | ||||||
| Date: December 6, 2024 | By: | /s/ Theodora Mistras | ||||
| Theodora Mistras | ||||||
| Chief Financial Officer | ||||||