01—Abstract
Summary
Summary of the 8-K filed June 3, 2024. Cited figures are marked; the original filing is the authoritative source.
Viatris Inc. (NASDAQ: VTRS) filed this Form 8-K on June 3, 2024 to report the appointment of Rogério Vivaldi Coelho, M.D., M.B.A., as a new independent member of its Board of Directors.
The Board increased its size from 11 to 12 directors to accommodate the appointment. Dr. Vivaldi's term expires at the Company's 2024 annual meeting of shareholders, and he was also appointed to the recently reestablished Science and Technology Committee, with both appointments effective June 3, 2024. According to the filing, Dr. Vivaldi will receive compensation consistent with the Company's other non-employee directors, and the Company has entered into an indemnification agreement with him.
The filing states there are no arrangements or understandings under which he was selected as a director, and he has no direct or indirect material interest in any related-party transaction requiring disclosure under Item 404(a) of Regulation S-K. The Company also issued a press release, attached as Exhibit 99.1, announcing the appointment as part of its ongoing Board refreshment efforts. Chair Melina Higgins and CEO Scott A.
Smith are quoted in the release, which describes Dr. Vivaldi's background as former President and CEO of Sigilon Therapeutics and his prior roles at Genzyme, Bioverativ, Spark Therapeutics and Minerva Neurosciences. The filing itself reports no financial results or operating metrics.
02—Key points
Key Highlights
- Board expanded from 11 to 12 directors with the appointment of Rogério Vivaldi Coelho, M.D., M.B.A., effective June 3, 2024.
- Dr. Vivaldi is an independent director under NASDAQ listing rules, with a term expiring at the 2024 annual meeting of shareholders.
- He was appointed to the recently reestablished Science and Technology Committee of the Board.
- Compensation will be consistent with other non-employee directors, as disclosed in the Amendment to the 2023 Form 10-K; an indemnification agreement has been entered into.
- The filing states no arrangements or understandings exist for his selection, and he has no material related-party interest under Item 404(a).
- Exhibit 99.1 is a press release dated June 3, 2024, in which the Chair and CEO discuss the appointment's expected contribution to the growth strategy and pipeline investment.
- Dr. Vivaldi previously served as President and CEO of Sigilon Therapeutics, which was acquired by Eli Lilly and Company in 2023, and held senior roles at Genzyme, Bioverativ and Spark Therapeutics.
03—Questions
Frequently Asked Questions
Who was appointed to Viatris's Board of Directors?
Rogério Vivaldi Coelho, M.D., M.B.A., was appointed as an independent director, effective June 3, 2024, with the Board increasing from 11 to 12 members.
What committee will the new director serve on?
Dr. Vivaldi was appointed to the recently reestablished Science and Technology Committee of the Board.
How long is Dr. Vivaldi's term on the Board?
His term expires at the Company's 2024 annual meeting of shareholders.
How will Dr. Vivaldi be compensated?
He will receive compensation consistent with the Company's other non-employee directors, as disclosed in the Amendment to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Company has also entered into an indemnification agreement with him.
Does the appointment involve any related-party transactions or special selection arrangements?
No. The filing states there are no arrangements or understandings under which he was selected as a director, and he has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
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