01—Abstract
Summary
Summary of the 8-K filed December 5, 2025. Cited figures are marked; the original filing is the authoritative source.
Viatris Inc. held its 2025 annual meeting of shareholders on December 5, 2025, to elect directors, hold a non-binding advisory vote on 2024 named executive officer compensation, and ratify Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
The filing states that each of the director nominees was elected to serve until the 2026 annual meeting of shareholders. The filing's introductory paragraph refers to thirteen nominees, while the Proposal No. 1 heading refers to twelve; the vote tables list thirteen names. Shareholders approved the 2024 executive compensation proposal, with 831,333,073 votes for, 38,599,819 against, and 2,673,714 abstentions.
The auditor ratification also passed, with 963,677,498 votes for, 24,965,937 against, and 1,343,223 abstentions. The 117,380,052 broker non-votes recorded on the director and compensation proposals were counted toward quorum but not as votes cast.
Vote totals for individual directors varied. Joellen Lyons Dillon (779,329,498 for, 72,187,243 against) and Mark Parrish (804,713,488 for, 66,699,639 against) received the highest level of votes against among the nominees, while the other nominees generally received several million or fewer votes against.
02—Key points
Key Highlights
- Viatris shareholders elected all director nominees, each to serve until the 2026 annual meeting of shareholders.
- The non-binding advisory vote on 2024 named executive officer compensation was approved, with 831,333,073 votes for and 38,599,819 against.
- Deloitte & Touche LLP was ratified as the independent registered public accounting firm for fiscal year 2025, with 963,677,498 votes for and 24,965,937 against.
- Joellen Lyons Dillon and Mark Parrish drew the largest counts of votes against among the director nominees, at 72,187,243 and 66,699,639 respectively.
- Broker non-votes totaled 117,380,052 on the director election and compensation proposals and were not counted as votes cast.
- The filing's introduction refers to thirteen director nominees, while the Proposal No. 1 heading refers to twelve; the vote tables list thirteen names.
03—Questions
Frequently Asked Questions
Which directors were elected at the 2025 annual meeting?
The filing lists thirteen director nominees in the vote tables: W. Don Cornwell, Frank D'Amelio, JoEllen Lyons Dillon, Elisha Finney, Leo Groothuis, Melina Higgins, James M. Kilts, Richard Mark, Mark Parrish, Michael Severino, David Simmons, Scott A. Smith, and Rogerio Vivaldi Coelho. The filing states that each was elected to hold office until the 2026 annual meeting of shareholders.
Did shareholders approve executive compensation?
Yes. The non-binding advisory proposal on the 2024 compensation of the named executive officers was approved, with 831,333,073 votes for, 38,599,819 against, 2,673,714 abstentions, and 117,380,052 broker non-votes.
Was the independent auditor approved?
Yes. Shareholders ratified the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2025, with 963,677,498 votes for, 24,965,937 against, and 1,343,223 abstentions.
Which director nominees received the most votes against?
JoEllen Lyons Dillon received 72,187,243 votes against and 779,329,498 for, with 21,089,865 abstentions. Mark Parrish received 66,699,639 votes against and 804,713,488 for, with 1,193,479 abstentions. Leo Groothuis received 23,944,741 votes against, and James M. Kilts received 17,793,190 votes against. The other nominees received fewer votes against.
04—Continue