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 of Incorporation)		(Commission File Number)		(I.R.S. Employer 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)

 

☐

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
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		For				Against				Abstain				Broker Non-Votes
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