UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
(a) On December 10, 2021, Viatris Inc. (“Viatris” or the “Company”) held its annual meeting of shareholders (the “2021 Annual Meeting”) to (i) elect four Class I directors, each to hold office until the 2023 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2020 compensation of the named executive officers of the Company (the “Say-on-Pay vote”); (iii) conduct a non-binding advisory vote on the frequency of the Say-on-Pay vote; and (iv) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. 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 2021 Annual Meeting are set forth below.
Proposal No. 1 - Election of the following four Class I directors, each to hold office until the 2023 annual meeting of shareholders:
| Nominee | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Neil Dimick |
683,455,088 | 132,158,307 | 1,613,656 | 165,082,886 | ||||||||||||
| Michael Goettler |
807,152,467 | 8,819,491 | 1,255,090 | 165,082,889 | ||||||||||||
| Ian Read |
693,684,093 | 122,271,977 | 1,270,977 | 165,082,890 | ||||||||||||
| Pauline van der Meer Mohr |
711,477,252 | 104,226,899 | 1,532,753 | 165,073,033 | ||||||||||||
Each Class I 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 2020 compensation of the named executive officers of the Company:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 159,300,046 |
654,956,929 | 2,970,015 | 165,082,947 |
This proposal was not approved.
Proposal No. 3 – A non-binding advisory vote on the frequency of the Say-on-Pay vote:
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes | ||||
| 799,180,313 |
1,698,885 | 13,449,971 | 2,927,861 | 165,052,907 |
1 year received a majority of votes cast.
Proposal No. 4 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021:
| For |
Against |
Abstain |
Broker Non-Votes | |||
| 932,610,320 |
48,132,467 | 1,567,150 | N/A |
This proposal was approved.
(d) The Viatris Board of Directors has determined that the Company will hold future Say-on-Pay votes on an annual basis.
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 16, 2021 | By: | /s/ Sanjeev Narula | ||||
| Sanjeev Narula | ||||||
| Chief Financial Officer | ||||||