Viatris Inc. Files 8-K on Director and Officer Changes

TL;DR

Viatris 8-K: Board shakeup and exec comp changes filed 12/6.

AI Summary

On December 6, 2024, Viatris Inc. filed an 8-K report detailing changes in its board of directors and executive compensation arrangements. The filing indicates the election of new directors and potential adjustments to compensatory plans for its officers, though specific names and dollar amounts related to these changes are not detailed in the provided excerpt.

Why It Matters

This filing signals potential shifts in the company's leadership and governance structure, which could impact strategic direction and investor confidence.

Risk Assessment

Risk Level: medium — Changes in board composition and executive compensation can indicate underlying strategic shifts or governance concerns that may affect the company's future performance.

Key Numbers

• 12/06/2024 — Report Date (Date of earliest event reported)

Key Players & Entities

• Viatris Inc. (company) — Registrant
• Delaware (jurisdiction) — State of Incorporation
• Canonsburg, Pennsylvania (location) — Principal Executive Offices

FAQ

Key Financial Figures

• $0.01 — ich registered Common Stock, par value $0.01 per share VTRS The NASDAQ Stock Mar

Filing Documents

• d840460d8k.htm (8-K) — 50KB
• 0001193125-24-272562.txt ( ) — 167KB
• vtrs-20241206.xsd (EX-101.SCH) — 3KB
• vtrs-20241206_lab.xml (EX-101.LAB) — 17KB
• vtrs-20241206_pre.xml (EX-101.PRE) — 11KB
• d840460d8k_htm.xml (XML) — 3KB

From the Filing

8-K 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 6, 2024 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. Item5.02(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. Item5.07 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 Rogrio Vivaldi Co

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View this 8-K filing on SEC EDGAR