01—Abstract
Summary
Summary of the 8-K filed September 11, 2025. Cited figures are marked; the original filing is the authoritative source.
Roivant Sciences Ltd. (ROIV) reported on Form 8-K that it held its 2025 Annual General Meeting of Shareholders on September 10, 2025.
Of 682,519,374 common shares outstanding and entitled to vote as of the July 17, 2025 record date, holders of 628,673,675 common shares were present in person or by proxy. Shareholders approved all three proposals described in the Company's Proxy Statement. Shareholders re-elected Matthew Gline, Keith Manchester, and Melissa Epperly as Class I directors, each to serve until the annual general meeting following the fiscal year ending March 31, 2028.
Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026, and as statutory auditor under the Bermuda Companies Act 1981. On a non-binding advisory basis, shareholders approved the compensation of the named executive officers, though the vote against was substantial relative to the vote for.
The filing contains no financial statements, operating results, or guidance. Its investor relevance is governance-related: board composition, auditor continuity, and shareholder sentiment on executive pay, with further detail deferred to the Proxy Statement.
02—Key points
Key Highlights
- Annual General Meeting held September 10, 2025, with holders of 628,673,675 of 682,519,374 eligible common shares present in person or by proxy.
- Matthew Gline received 430,013,727 votes for and 154,432,135 withheld; Keith Manchester received 412,869,513 for and 171,576,349 withheld; Melissa Epperly received 429,542,705 for and 154,903,157 withheld.
- Each director nominee had 44,227,813 broker non-votes, and all three were re-elected as Class I directors with terms ending at the annual general meeting following the fiscal year ending March 31, 2028.
- Ernst & Young LLP was ratified for the fiscal year ending March 31, 2026, with 628,068,956 votes for, 479,264 against, and 125,455 abstentions, and was also appointed as statutory auditor under the Bermuda Companies Act 1981.
- The non-binding advisory say-on-pay proposal was approved, with 316,651,402 votes for, 203,244,184 against, 64,550,276 abstentions, and 44,227,813 broker non-votes.
- The filing reports no financial statements; the only listed exhibit is the cover page Interactive Data File embedded in the Inline XBRL document.
03—Questions
Frequently Asked Questions
Which directors were re-elected at the 2025 Annual General Meeting?
Matthew Gline, Keith Manchester, and Melissa Epperly were re-elected as Class I directors. Each will hold office until the annual general meeting of shareholders following the fiscal year ending March 31, 2028, or until a successor is elected or the director dies, resigns, or is removed. Election required a plurality of votes cast.
Was the auditor reappointed?
Yes. Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending March 31, 2026. Shareholders also appointed EY as the Company's statutory auditor under the Bermuda Companies Act 1981 for the same fiscal year. Ratification required a simple majority of votes cast, and 628,068,956 shares voted for it against 479,264 against.
How did shareholders vote on executive compensation?
The non-binding advisory vote on named executive officer compensation was approved, with 316,651,402 votes for, 203,244,184 against, and 64,550,276 abstentions, plus 44,227,813 broker non-votes. The filing refers to the Proxy Statement for the compensation tables and narrative disclosures.
How many shares participated in the meeting?
Holders of record of 628,673,675 common shares were present in person or by proxy. This compares with 682,519,374 common shares outstanding and entitled to vote as of the close of business on the July 17, 2025 record date.
04—Continue