secwatch / observer
8-K filed December 15, 2023, 6:59 PM ET ticker VTRS CIK 0001792044
other confidence high sentiment neutral materiality 0.25

Viatris amends bylaws and shareholders approve all proposals at 2023 annual meeting

Viatris Inc

item 5.03item 5.07item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Viatris Inc: Board approved Amended and Restated Bylaws, effective after 2023 annual meeting, updating universal proxy rules and Delaware law procedures (effective 2023-12-14).

Change
bylaw amendment
Effective
2023-12-14
Exact text from the filing
On December 14, 2023, the Board of Directors (the “Board”) of Viatris Inc. (“Viatris” or the “Company”) approved the Amended and Restated Bylaws of Viatris Inc. (the “Amended and Restated Bylaws”), which became effective immediately after the 2023 annual meeting of shareholders (the “2023 Annual Meeting”).
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Viatris Inc: Shareholders approved amendment to Certificate of Incorporation to add a federal forum selection provision.

Change
charter amendment
Exact text from the filing
Proposal No. 4 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision: For Against Abstain Broker Non-Votes 775,943,332 101,876,413 3,774,593 129,111,511 This proposal was approved.
View on SEC.gov
Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Viatris Inc: Shareholders approved amendment to Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation.

Change
charter amendment
Exact text from the filing
Proposal No. 5 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Votes 712,407,131 165,367,429 3,861,922 129,069,367 This proposal was approved.
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Viatris Inc shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation at the 2023-12-15 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-12-15
Exact text from the filing
Proposal No. 5 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to reflect new Delaware law provisions regarding officer exculpation: For Against Abstain Broker Non-Votes 712,407,131 165,367,429 3,861,922 129,069,367
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Viatris Inc shareholders approved Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-12-15 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-12-15
Exact text from the filing
Proposal No. 3 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023: For Against Abstain Broker Non-Votes 951,005,898 55,389,016 4,310,936 N/A
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Viatris Inc shareholders approved Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision at the 2023-12-15 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-12-15
Exact text from the filing
Proposal No. 4 – Approval of an amendment to the Company’s Amended and Restated Certificate of Incorporation to add a federal forum selection provision: For Against Abstain Broker Non-Votes 775,943,332 101,876,413 3,774,593 129,111,511
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Viatris Inc shareholders approved Election of eleven director nominees at the 2023-12-15 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-12-15
Exact text from the filing
Proposal No. 1 - Election of the following eleven director nominees, each to hold office until the 2024 annual meeting of shareholders: Nominee For Against Abstain Broker Non-Votes W. Don Cornwell 866,064,217 12,641,904 2,928,374 129,071,354 JoEllen Lyons Dillon 737,415,797 141,442,673 2,776,030 129,071,350 Elisha W. Finney 858,566,340 20,133,375 2,894,785 129,111,349 Leo Groothuis 872,997,150 5,758,236 2,876,110 129,074,353 Melina Higgins 823,591,802 55,258,023 2,784,503 129,071,520 James M. Kilts 822,629,367 56,144,991 2,860,131 129,071,359 Harry A. Korman 773,082,826 105,601,971 2,849,699 129,171,353 Rajiv Malik 791,020,816 87,750,089 2,863,590 129,071,354 Richard A. Mark, C.P.A. 867,190,829 11,613,601 2,829,062 129,072,357 Mark W. Parrish 833,335,130 45,420,155 2,879,204 129,071,360 Scott A. Smith 871,110,883 7,619,635 2,903,975 129,071,356
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Viatris Inc shareholders approved Approval, on a non-binding advisory basis, of the 2022 compensation of the named executive officers of the Company at the 2023-12-15 meeting.

Proposal
say on pay
Outcome
passed
Meeting
2023-12-15
Exact text from the filing
Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2022 compensation of the named executive officers of the Company: For Against Abstain Broker Non-Votes 751,056,625 125,615,255 4,962,588 129,071,382
View on SEC.gov

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Viatris Inc filing history →

Source: SEC EDGAR
accession 0001193125-23-296654
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