Roivant shareholders reelect directors, approve pay

Roivant Sciences shareholders approved all three proposals at the 2026 annual meeting, including director elections, auditor ratification, and advisory executive compensation.

Available on EDGAR 09/18/2026 - 07:14 AM EDT Accepted by SEC EDGAR 09/18/2026 - 07:14 AM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Roivant Sciences Ltd. (ROIV) reported the results of its 2026 Annual General Meeting of Shareholders held on September 16, 2026. Of 722,406,273 common shares outstanding and entitled to vote as of July 23, 2026, holders of 652,143,869 shares (approximately 90.3%) were present in person or by proxy, constituting a quorum.

Shareholders re-elected Daniel Gold and Meghan FitzGerald as Class II directors to serve until the annual general meeting following the fiscal year ending March 31, 2029, with Gold receiving 375,791,264 votes for and FitzGerald 422,428,908 votes for. Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm and Bermuda statutory auditor for the fiscal year ending March 31, 2027, with 651,315,490 votes for. On a non-binding advisory basis, shareholders approved the compensation of the named executive officers with 316,702,500 votes for and 269,062,122 against.

8-K Event Classification

2 items: 5.07, 9.01

2 items

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.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Shares outstanding entitled to vote: 722,406,273 shares Shares represented at meeting: 652,143,869 shares Quorum percentage: 90.3% +4 more

7 metrics

Shares outstanding entitled to vote 722,406,273 shares Common shares outstanding and entitled to vote as of July 23, 2026

Shares represented at meeting 652,143,869 shares Shares present in person or by proxy at 2026 annual meeting, about 90.3% of eligible shares

Quorum percentage 90.3% Portion of shares entitled to vote represented at the annual meeting

Votes for Daniel Gold 375,791,264 votes Votes cast for election of Class II director Daniel Gold

Votes for Meghan FitzGerald 422,428,908 votes Votes cast for election of Class II director Meghan FitzGerald

Votes for auditor ratification (EY) 651,315,490 votes Votes in favor of appointing Ernst & Young LLP for fiscal year ending March 31, 2027

Votes for say-on-pay 316,702,500 votes Votes in favor of non-binding advisory approval of named executive officer compensation

Key Terms

broker non-vote, non-binding advisory basis, independent registered public accounting firm, quorum, +1 more

5 terms

broker non-vote regulatory

"Nominee | For | Withheld | Broker Non-Vote"

A broker non-vote happens when a brokerage firm holds shares in street name for a client but does not cast a ballot on a particular shareholder item because the broker lacks discretionary authority to vote that matter. Think of it like a person who owns a ticket but the ticket-holder refuses to vote on some issues; the share counts for ownership but not for that vote, which can affect whether proposals reach the required number of votes or a quorum.

non-binding advisory basis regulatory

"Shareholders approved, on a non-binding advisory basis, the compensation"

A non-binding advisory basis is guidance or a recommendation offered for informational purposes that does not create legal obligations or guarantees; recipients can accept, modify, or ignore it without contractual consequences. Investors should treat it like a weather forecast for planning—useful for forming expectations and assessing risk, but not a firm promise—so they should verify assumptions, seek confirming information, and avoid relying on it as the sole basis for investment decisions.

independent registered public accounting firm regulatory

"to serve as the Company’s independent registered public accounting firm"

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.

quorum regulatory

"were present at the meeting either in person or by proxy, which constituted a quorum"

A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.

Class II directors regulatory

"to serve as Class II directors of the Company, to hold office until"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What key decisions were made at Roivant Sciences (ROIV) 2026 annual meeting?

Shareholders re-elected two Class II directors, ratified Ernst & Young LLP as auditor for the fiscal year ending March 31, 2027, and approved on a non-binding basis the compensation of named executive officers, as described in the July 29, 2026 proxy statement.

How many Roivant Sciences (ROIV) shares were eligible and represented at the 2026 meeting?

There were 722,406,273 common shares outstanding and entitled to vote as of July 23, 2026. At the meeting, holders of 652,143,869 shares, representing approximately 90.3% of the shares entitled to vote, were present in person or by proxy, constituting a quorum.

What were the voting results for Roivant Sciences (ROIV) Class II director elections?

Daniel Gold received 375,791,264 votes for, 210,203,958 withheld, and 66,148,647 broker non-votes. Meghan FitzGerald received 422,428,908 votes for, 163,566,314 withheld, and 66,148,647 broker non-votes. Both were re-elected by a plurality of votes cast.

How did Roivant Sciences (ROIV) shareholders vote on the auditor ratification?

Shareholders voted to ratify Ernst & Young LLP as independent registered public accounting firm and Bermuda statutory auditor for the fiscal year ending March 31, 2027, with 651,315,490 votes for, 731,364 against, and 97,015 abstentions, and 0 broker non-votes.

What was the outcome of the Roivant Sciences (ROIV) say-on-pay vote in 2026?

On a non-binding advisory basis, shareholders approved the compensation of Roivant’s named executive officers, with 316,702,500 votes for, 269,062,122 votes against, 230,600 abstentions, and 66,148,647 broker non-votes, based on compensation disclosures in the July 29, 2026 proxy statement.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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false000163508800016350882026-09-162026-09-16

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): September 16, 2026

Roivant Sciences Ltd.

(Exact Name of Registrant as Specified in Charter)

Bermuda			001-40782			98-1173944
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

7th Floor

50 Broadway

London SW1H 0DB

United Kingdom

(Addresses of Principal Executive Offices, and Zip Code)

+44 207 400 3347

Registrant’s Telephone Number, Including Area Code

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):

			o			Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
			o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
			o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
			o			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 Shares, $0.0000000341740141 per share

ROIV

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).

Emerging growth company o

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. o

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

On September 16, 2026, Roivant Sciences Ltd. (the “Company”) held its 2026 Annual General Meeting of Shareholders. At that meeting, the shareholders considered and acted upon three proposals as described in more detail in the Company’s proxy statement for its 2026 Annual General Meeting of Shareholders filed with the SEC on July 29, 2026 (the “Proxy Statement”).

Of 722,406,273 common shares outstanding and entitled to vote as of the close of business on the record date for the meeting, July 23, 2026, the holders of record of 652,143,869 common shares, representing approximately 90.3% of the shares entitled to vote, were present at the meeting either in person or by proxy, which constituted a quorum for the transaction of business. All proposals on the agenda were approved by the shareholders. Below are the final voting results.

1. Shareholders re-elected the individuals named below to serve as Class II directors of the Company, to hold office until the date of the annual general meeting of shareholders following the fiscal year ending March 31, 2029, and until their successors are duly elected and qualified, or until such director’s earlier death, resignation or removal. Election of each director required approval by a plurality of the votes cast.

Nominee			For			Withheld			Broker Non-Vote
Daniel Gold			375,791,264			210,203,958			66,148,647
Meghan FitzGerald			422,428,908			163,566,314			66,148,647

2.Shareholders ratified the appointment of Ernst & Young LLP (“EY”) to serve as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2027, and to appoint EY as the Company’s auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for the fiscal year ending March 31, 2027. Ratification required the affirmative vote of a majority of the votes cast.

For			651,315,490
Against			731,364
Abstain			97,015
Broker Non-Vote			0

3.Shareholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement, including the compensation tables and related narrative disclosures. Approval required the affirmative vote of a majority of the votes cast.

For			316,702,500
Against			269,062,122
Abstain			230,600
Broker Non-Vote			66,148,647

Item 9.01    Financial Statements and Exhibits.

(d)Exhibits.

Exhibit No.						Description of Exhibit
104						Cover Page Interactive Data File (embedded with Inline XBRL document)

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.

ROIVANT SCIENCES LTD.
By:			/s/ Keyur Parekh
Name: Keyur Parekh
Title: Authorized Signatory
Dated: September 18, 2026

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 22.7 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 13.2 KB