8-K - VTRS - Equibles

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): December 9, 2022

VIATRIS INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39695	83-4364296
(State or Other Jurisdiction<br>of Incorporation)	(Commission<br>File Number)	(I.R.S. Employer<br>Identification No.)

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(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:

☐	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)
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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:

Title of each class	Trading<br>Symbol(s)	Name of each exchange<br>on which registered
Common Stock, par value $0.01 per share	VTRS	The NASDAQ Stock Market

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 5.07	Submission of Matters to a Vote of Security Holders.

(a) On December 9, 2022, Viatris Inc. (“Viatris” or the “Company”) held its annual meeting of shareholders (the “2022 Annual Meeting”) to (i) elect four Class II directors, each to hold office until the 2023 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2021 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, 2022; and (iv) vote on a shareholder proposal. 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 2022 Annual Meeting are set forth below.

Proposal No. 1 - Election of the following four Class II directors, each to hold office until the 2023 annual meeting of shareholders:

Nominee
W. Don Cornwell	830,712,236	12,537,152	1,360,557	154,375,396
Harry A. Korman	739,053,362	101,674,978	3,881,604	154,375,397
Rajiv Malik	795,235,812	48,085,750	1,288,389	154,375,391
Richard A. Mark, C.P.A.	802,917,647	40,404,867	1,287,429	154,375,399

Each Class II director was elected to hold office until the 2023 annual meeting of shareholders.

Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2021 compensation of the named executive officers of the Company:

For	Against	Abstain	Broker Non-Votes
763,132,088	78,356,451	3,121,393	154,375,410

This proposal was approved.

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, 2022:

For	Against	Abstain	Broker Non-Votes
942,960,216	54,046,575	1,978,551	N/A

This proposal was approved.

Proposal No. 4 – A shareholder proposal regarding independent board chairman:

For	Against	Abstain	Broker Non-Votes
386,308,608	454,640,169	3,660,905	154,375,659

This shareholder proposal was not 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 9, 2022	By:	/s/ Sanjeev Narula
		Sanjeev Narula
		Chief Financial Officer