Viatris Inc 8-K, filed Aug 5, 2025
Viatris Inc (VTRS)
8-K
2025-08-05
For: 2025-08-04
View Original
Added on
April 10, 2026
About this 8-K
Viatris Inc filed this 8-K on August 5, 2025, reporting on events of August 4, 2025.
Items reported
- Item 5.02: Director or officer change, or executive pay
- Item 7.01: Regulation FD disclosure
- Item 9.01: Financial statements and exhibits
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): August 4, 2025
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of Incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (724 ) 514-1800
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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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 |
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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Director Appointment
On August 4, 2025, the Board of Directors (the “Board”) of Viatris Inc. (the “Company”) increased the number of directors on the Board
from 14 to 15 and appointed David Simmons as an independent (as defined in the applicable NASDAQ listing rules) member of the Board, effective immediately, with a term of office expiring at the Company’s 2025 annual meeting of shareholders (the “2025
Annual Meeting”). The Board anticipates naming Mr. Simmons to serve on one or more committees of the Board, but at the time of this Current Report on Form 8-K, has not determined the committee(s) to which Mr. Simmons will be named. The Company will
file an amendment to this Current Report on Form 8-K naming those committees once they are determined. Mr. Simmons will receive compensation for his role as an independent member of the Board consistent with the compensation of the Company’s other
non-employee directors as disclosed in the Amendment to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024. The Company has entered into an indemnification agreement with Mr. Simmons, the form of which appears as Exhibit
10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
There are no arrangements or understandings between Mr. Simmons and any other persons pursuant to which he was selected as a director
and Mr. Simmons has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 |
Regulation FD Disclosure.
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On August 5, 2025, the Company issued a press release announcing the appointment of Mr. Simmons to the Board. A copy of the press
release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 |
Financial Statements and Exhibits.
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Exhibits.
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Exhibit
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No.
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Description
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Press release announcing the appointment of Mr. Simmons to the Viatris Board of Directors, dated August 5, 2025.
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104
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Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.
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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.
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VIATRIS INC.
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Date: August 5, 2025
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By:
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/s/ Theodora Mistras
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Theodora Mistras
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Chief Financial Officer
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Exhibit 99.1
Viatris Announces Appointment of David Simmons to the Company's Board of Directors
PITTSBURGH – August 5, 2025 – Viatris Inc. (Nasdaq: VTRS), a global
healthcare company, today announced that David Simmons has been appointed as the newest member of Viatris’ Board of Directors.
Simmons has deep pharmaceutical industry experience, as well as extensive executive, board, and capital markets expertise. Prior to his current role as CEO of Caliber
Holdings Corporation, Simmons served as Operating Partner of Hellman & Friedman, LLC, a leading private equity firm, as well as Chairman and CEO of PPD, Inc., a global contract pharmaceutical research organization. While at PPD, he led the
company’s global workforce of more than 30,000 employees across 46 countries in the design and execution of drug development programs on behalf of pharmaceutical industry customers. Under Simmons’ leadership, PPD’s total enterprise value more than
tripled, and he saw the company through its 2020 IPO and the subsequent execution of its sale to Thermo Fisher Scientific Inc. for $17.4 billion in 2021.
He also spent more than 15 years at Pfizer Inc., rising in the ranks to become the first President and General Manager of that company’s Established Products Unit and
then adding to his duties as President and General Manager, Emerging Markets and Established Products. During this time, Simmons was responsible for managing approximately 20,000 Pfizer employees and 30% of the company’s global sales.
Simmons currently serves on the board of directors of Cordis, an innovative cardiovascular medical technology company. In addition to serving as Chairman of PPD, Simmons’
previous board service includes tenures at Curia Global, Inc. (Albany Molecular Research Inc. prior to 2021), Launch Therapeutics, Inc., Medline Industries, Inc. and Owens & Minor, Inc. He also currently serves as a senior advisor to Abingworth
LLP, a leading life sciences venture capital firm. Simmons earned his bachelor’s degree in applied mathematics and industrial management from Carnegie Mellon University.
"As we continue to ensure we have a well-rounded membership with significant executive,
industry, and board expertise, we could not be more pleased to welcome David to the Viatris Board,” said Melina
Higgins, Chair of Viatris’ Board of Directors. “His Chairman and CEO background, coupled with his knowledge and insights regarding the global pharmaceutical industry, drug
development and capital markets make him a natural fit. He is also very familiar with the evolution of Viatris and has direct experience with our established products portfolio from his days overseeing that division while at Pfizer. I expect his
appointment to serve our Company, Board and investors well as we work to continue to advance our strategic goals and increase shareholder return.”
Scott A. Smith, Viatris’ Chief Executive Officer added, “I believe that David will bring significant value to the Viatris Board. As a long-time industry
executive with proven global commercial and R&D experience, he possesses the mindset of both a strategist and an executor. I look forward to working with him as the Board and executive management team continue our focus on delivering strong
business execution, advancing our pipeline and preparing the Company for the bright future we see ahead.”
About Viatris
Viatris Inc. (Nasdaq: VTRS) is a global healthcare company uniquely positioned to bridge the
traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. With a mission to empower people worldwide to live healthier at every stage of life, we provide access at scale,
currently supplying high-quality medicines to approximately 1 billion patients around the world annually and touching all of life's moments, from birth to the end of life, acute conditions to chronic diseases. With our exceptionally extensive and
diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world's most enduring health challenges, access takes on deep meaning
at Viatris. We are headquartered in the U.S., with global centers in Pittsburgh, Shanghai and Hyderabad, India. Learn more at viatris.com and investor.viatris.com, and connect with us on LinkedIn, Instagram, YouTube and X (formerly Twitter).
Forward-Looking Statements
This press release includes statements that constitute "forward-looking statements." These statements are
made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements may include statements about expecting his appointment to serve our Company, Board and investors well as we work to continue to advance our strategic goals and increase shareholder return; and looking forward to working with him as the Board and executive management team
continue our focus on delivering strong business execution, advancing our pipeline and preparing the Company for the bright future we see ahead. Because forward-looking
statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not
limited to: actions and decisions of healthcare and pharmaceutical regulators; our ability to comply with applicable laws and regulations; changes in healthcare and pharmaceutical laws and regulations in the U.S. and abroad; any regulatory, legal
or other impediments to Viatris' ability to bring new products to market; products in development and/or that receive regulatory approval may not achieve expected levels of market acceptance, efficacy or safety; longer review, response and approval times as a result of evolving regulatory priorities and reductions in personnel at health agencies; Viatris' or its partners' ability to develop, manufacture, and
commercialize products; the scope, timing and outcome of any ongoing legal proceedings, and the impact of any such proceedings on Viatris; Viatris' failure to achieve expected or targeted future financial and operating performance and results;
goodwill or impairment charges or other losses; any changes in or difficulties with the Company’s manufacturing facilities; risks associated with international operations; changes in third-party relationships; the effect of any changes in Viatris'
or its partners' customer and supplier relationships and customer purchasing patterns; the impacts of competition; changes in the economic and financial conditions of Viatris or its partners; uncertainties regarding future demand, pricing and
reimbursement for the Company’s products; uncertainties and matters beyond the control of management, including but not limited to general political and economic conditions, potential adverse impacts from future tariffs and trade restrictions,
inflation rates and global exchange rates; and the other risks described in Viatris' filings with the Securities and Exchange Commission ("SEC"). Viatris routinely uses its website as a means of disclosing material information to the public in a
broad, non-exclusionary manner for purposes of the SEC's Regulation Fair Disclosure (Reg FD). Viatris undertakes no obligation to update these statements for revisions or changes after the date of this press release other than as required by law.
Contacts:
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MEDIA
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INVESTORS
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+1.724.514.1968
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+1.412.707.2866
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Communications@viatris.com
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InvestorRelations@viatris.com
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Jennifer Mauer
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Bill Szablewski
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Jennifer.Mauer@viatris.com
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William.Szablewski@viatris.com
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Matt Klein
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Matthew.Klein@viatris.com
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