01—Abstract
Summary
Summary of the 8-K filed September 16, 2024. Cited figures are marked; the original filing is the authoritative source.
Roivant Sciences Ltd. (ROIV) held its 2024 Annual General Meeting of Shareholders on September 10, 2024, and reported the voting results in this Form 8-K.
Holders of record of 680,116,302 common shares, out of 739,183,842 outstanding and entitled to vote as of the July 17, 2024 record date, attended in person or by proxy. Shareholders approved all four proposals on the agenda, as described in more detail in the Company's Proxy Statement. Shareholders re-elected Ilan Oren, James C.
Momtazee and Dr. Mayukh Sukhatme as Class III directors, each to hold office until the annual general meeting following the fiscal year ending March 31, 2027. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending March 31, 2025, and as statutory auditor under the Bermuda Companies Act 1981, as amended. The auditor ratification received 679,096,310 votes for, 759,669 against and 260,323 abstentions.
On a non-binding advisory basis, shareholders approved the compensation of the named executive officers, with 540,184,951 votes for, 64,461,892 against and 587,930 abstentions. Shareholders also favored holding this say-on-pay vote every year, with 600,744,457 votes for one year, and the Company has decided to hold the advisory vote annually. The filing also includes the Cover Page Interactive Data File as an exhibit.
02—Key points
Key Highlights
- 2024 Annual General Meeting of Shareholders held on September 10, 2024, with holders of record of 680,116,302 common shares present in person or by proxy out of 739,183,842 outstanding as of the July 17, 2024 record date.
- Ilan Oren, James C. Momtazee and Dr. Mayukh Sukhatme were re-elected as Class III directors, each to serve until the annual general meeting following the fiscal year ending March 31, 2027.
- Ilan Oren received 409,647,664 votes for and 195,587,109 withheld; James C. Momtazee received 457,800,746 for and 147,434,027 withheld; Dr. Mayukh Sukhatme received 602,544,381 for and 2,690,392 withheld.
- Ernst & Young LLP was ratified as independent registered public accounting firm for the fiscal year ending March 31, 2025, with 679,096,310 votes for and 759,669 against.
- Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers, with 540,184,951 votes for and 64,461,892 against.
- Shareholders favored an annual advisory vote on executive compensation, with 600,744,457 votes for one year, 4,070,563 for three years and 43,363 for two years, and the Company will hold the vote annually.
- Broker non-votes totaled 74,881,529 on the director elections and the say-on-pay proposal.
03—Questions
Frequently Asked Questions
Who was re-elected to the Board of Roivant Sciences at the 2024 Annual General Meeting?
Ilan Oren, James C. Momtazee and Dr. Mayukh Sukhatme were re-elected as Class III directors. Each will hold office until the annual general meeting following the fiscal year ending March 31, 2027, or until a successor is duly elected and qualified, or until earlier death, resignation or removal.
Which independent auditor did shareholders ratify?
Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2025. They also approved EY as statutory auditor under the Bermuda Companies Act 1981, as amended, for the same fiscal year. The vote was 679,096,310 for, 759,669 against and 260,323 abstaining.
How did shareholders vote on executive compensation?
Shareholders approved, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in the Proxy Statement. The vote was 540,184,951 for, 64,461,892 against, 587,930 abstaining and 74,881,529 broker non-votes.
How often will Roivant hold advisory votes on executive compensation?
Shareholders voted for an annual frequency, with 600,744,457 votes for one year, 43,363 for two years, 4,070,563 for three years and 376,390 abstaining. The Company has decided to hold the advisory vote on named executive officer compensation annually, in line with the Board's recommendation.
04—Continue