Indivior (NASDAQ: INDV) ends CSO role and reports 2026 shareholder vote outcomes

Rhea-AI Filing Summary

Indivior Pharmaceuticals, Inc. filed an update on management and shareholder voting. Effective June 1, 2026, the company will eliminate the Chief Scientific Officer role. Dr. Christian Heidbreder will move to an advisory role through the end of 2026, with his December 31, 2026 termination treated as a termination without cause under his employment agreement.

The filing also reports results of the May 13, 2026 virtual annual shareholder meeting. Stockholders elected eight directors, approved executive compensation on an advisory basis, chose an annual “say‑on‑pay” vote schedule, and ratified PricewaterhouseCoopers LLP US as independent auditor for the fiscal year ending December 31, 2026.

8-K Event Classification

2 items: 5.02, 5.07

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares entitled to vote: 121,922,058 shares Shares present at meeting: 100,407,722 shares Say-on-pay votes for: 90,364,566 shares +4 more

7 metrics

Shares entitled to vote 121,922,058 shares Common stock entitled to vote as of March 18, 2026 record date

Shares present at meeting 100,407,722 shares Shares present in person or by proxy at May 13, 2026 annual meeting

Say-on-pay votes for 90,364,566 shares Advisory approval of named executive officer compensation

Say-on-frequency 1-year votes 91,848,954 shares Preference for annual say-on-pay votes

Auditor ratification votes for 99,146,241 shares Ratification of PwC as auditor for year ending December 31, 2026

CSO role elimination date June 1, 2026 Effective date for eliminating Chief Scientific Officer position

Dr. Heidbreder termination date December 31, 2026 Employment termination date, treated as without cause under agreement

Key Terms

termination without cause, say-on-pay, Broker Non-Votes, independent registered public accounting firm, +1 more

5 terms

termination without cause financial

"his termination will be treated as a termination without cause pursuant to the terms of his existing employment agreement"

say-on-pay financial

"To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement (Say-on-Pay)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes financial

"Votes For | Votes Against | Votes Abstained | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"To ratify the appointment of PricewaterhouseCoopers LLP US (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"To approve, on an advisory basis, the compensation of our named executive officers"

Understanding 8-K Material Events →

0001625297FALSE00016252972026-05-132026-05-1500016252972026-03-032026-03-03

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 13, 2026

INDIVIOR PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware			001-37835			41-2520873
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

10710 Midlothian Turnpike, Suite 125 North Chesterfield, VA						23235
(Address of principal executive offices)						(Zip Code)

Registrant’s telephone number, including area code: 804-379-1090

not applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, $0.001 par value per share

INDV

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(b) Effective June 1, 2026, Indivior Pharmaceuticals, Inc. (the "Company" or the "Registrant") will eliminate the position of Chief Scientific Officer. Dr. Christian Heidbreder will continue to report to the CEO in an advisory capacity on special projects through the end of 2026. Dr. Heidbreder's employment will terminate on December 31, 2026, and his termination will be treated as a termination without cause pursuant to the terms of his existing employment agreement with the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

The Company held a virtual annual meeting of stockholders on May 13, 2026, at 10:00 a.m. Eastern Time. A total of 121,922,058 shares of common stock of the Company were entitled to vote as of March 18, 2026, the record date for the Annual Meeting, of which 100,407,7225 were present in person or by proxy at the Annual Meeting. Details of each matter voted upon were described in a definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 27, 2026 (the "Proxy Statement"). The stockholders duly elected each person nominated to serve as a director, and approved each matter presented, by the following votes:

1.To elect eight director nominees, each to serve for a one-year term extending until our 2027 Annual Meeting of Shareholders and until their successors are duly elected and qualified:

Nominee			Votes For			Votes Against			Votes Abstained			Broker Non-Votes
Dr. David Wheadon			91,378,828			1,534,064			24,804			7,470,026
Joe Ciaffoni			92,834,811			76,839			26,046			7,470,026
Dr. Keith Humphreys			92,839,955			72,084			25,657			7,470,026
Tony Kingsley			92,839,469			72,503			25,724			7,470,026
Daniel Ninivaggi			87,545,032			5,366,849			25,815			7,470,026
Barbara Ryan			91,562,195			1,302,383			73,118			7,470,026
Mark Stejbach			92,838,962			72,847			25,887			7,470,026
Juliet Thompson			92,136,342			728,040			73,314			7,470,026

2. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in the Proxy Statement (Say-on-Pay):

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
90,364,566			1,324,996			1,248,134			7,470,026

3. To indicate, on an advisory basis, the preferred frequency of shareholder advisory votes on the compensation of our named executive officers (Say-on-Frequency):

Votes For 1 Year			Votes For 2 Years			Votes For 3 Years			Votes Abstained			Broker Non-Votes
91,848,954			21,701			1,032,941			34,100			7,470,026

In light of the shareholder vote, and in keeping with the Board’s recommendation on Proposal 3, the Company will hold a “say-on-pay” vote annually until the next vote on the frequency of “say-on-pay” votes is required (which will be no later than the 2032 Annual Meeting of Shareholders) or until the Board determines that a different frequency for “say-on-pay” votes is in the best interest of the Corporation and its shareholders.

4. To ratify the appointment of PricewaterhouseCoopers LLP US (PwC) as our independent registered public accounting firm for the fiscal year ending December 31, 2026:

Votes For			Votes Against			Votes Abstained			Broker Non-Votes
99,146,241			1,237,984			23,497			0

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						Indivior Pharmaceuticals, Inc.
Date: May 15, 2026			By:			/s/ Ryan Preblick
						Name: Ryan Preblick
						Title: Chief Financial Officer

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 21.1 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.2 KB