01—Abstract
Summary
Summary of the 8-K filed December 6, 2024. Cited figures are marked; the original filing is the authoritative source.
At its 2024 annual meeting on December 6, 2024, Viatris Inc. shareholders elected all twelve director nominees to serve until the 2025 annual meeting, ratified Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2024, and approved an amendment to the 2020 Stock Incentive Plan.
The most notable result is that the non-binding advisory vote on 2023 compensation for the named executive officers was not approved. The filing reports 445,035,979 votes for, 458,870,163 against, and 5,352,861 abstentions, with 114,954,306 broker non-votes. It states that the proposal received 49.23%a of votes in favor, missing approval by less than 0.80%.
The approved 2020 Stock Incentive Plan Amendment increases the maximum aggregate number of shares of common stock reserved for awards by 49,000,000, subject to adjustment under the plan. It also eliminates an exception to the 12-month minimum vesting requirement for awards granted on an ad hoc basis to achieve a specified business objective. The full amendment is attached as Appendix C to the company's October 25, 2024 proxy statement.
02—Key points
Key Highlights
- All twelve director nominees were elected to serve until the 2025 annual meeting; several received substantially more 'For' votes than 'Against' votes, while Joellen Lyons Dillon received 737,759,209 For and 167,733,463 Against.
- The non-binding say-on-pay proposal on 2023 named executive officer compensation was not approved: 445,035,979 For versus 458,870,163 Against, or 49.23% in favor, missing approval by less than 0.80%.
- Shareholders ratified Deloitte & Touche LLP as independent registered public accounting firm for fiscal 2024, with 962,950,848 For, 54,384,649 Against, and 6,877,812 Abstain.
- Shareholders approved an amendment adding 49,000,000 shares to the 2020 Stock Incentive Plan reserve, with 872,421,538 For, 31,280,303 Against, and 5,557,159 Abstain.
- The 2020 Stock Incentive Plan Amendment also eliminates the exception to the 12-month minimum vesting requirement for ad hoc awards granted to achieve a specified business objective.
- The 2020 Stock Incentive Plan Amendment is described in the Definitive Proxy Statement on Schedule 14A filed October 25, 2024, with the full text in Appendix C.
03—Questions
Frequently Asked Questions
Why did the say-on-pay proposal fail, and what does that mean?
The filing reports that the non-binding advisory vote on 2023 named executive officer compensation received 445,035,979 For and 458,870,163 Against votes, with 5,352,861 Abstain. It was not approved, with 49.23% in favor, missing approval by less than 0.80%. Because the vote is non-binding, it does not itself change compensation, but a failed vote signals shareholder dissatisfaction with pay practices. The filing does not describe the company's response.
Who was elected to the board, and for how long?
Shareholders elected twelve director nominees: W. Don Cornwell, JoEllen Lyons Dillon, Elisha Finney, Leo Groothuis, Melina Higgins, James M. Kilts, Harry Korman, Rajiv Malik, Richard Mark, Mark Parrish, Scott A. Smith, and Rogério Vivaldi Coelho. Each will hold office until the 2025 annual meeting of shareholders.
What changed in the 2020 Stock Incentive Plan?
The amendment increases the maximum aggregate number of Viatris common shares reserved for awards under the plan by 49,000,000, subject to adjustment under the plan. It also eliminates an exception to the 12-month minimum vesting requirement for awards granted on an ad hoc basis to achieve a specified business objective. Shareholders approved it with 872,421,538 For, 31,280,303 Against, and 5,557,159 Abstain.
Who is the company's independent auditor?
Shareholders ratified the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. The vote was 962,950,848 For, 54,384,649 Against, and 6,877,812 Abstain.
04—Continue