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  4. [8-K] Viatris Inc Reports Material Event

Viatris (VTRS) investors elect full board and approve 2025 pay, auditor

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(Moderate)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Viatris Inc. reported the results of its 2026 annual shareholder meeting, where three proposals were considered. Shareholders elected thirteen director nominees to serve until the 2027 annual meeting, with each nominee receiving a clear majority of votes cast in favor.

Shareholders also approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with 846,370,157 votes for, 26,920,688 against, and 2,266,069 abstentions, plus 122,461,640 broker non-votes. They further ratified the selection of Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 969,259,214 votes for, 27,657,863 against, and 1,101,477 abstentions.

Positive

  • None.

Negative

  • None.
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.
Say-on-pay votes for 846,370,157 shares Votes in favor of 2025 executive compensation
Say-on-pay votes against 26,920,688 shares Votes against 2025 executive compensation
Auditor ratification votes for 969,259,214 shares Support for Deloitte & Touche LLP for 2026
Auditor ratification votes against 27,657,863 shares Opposition to Deloitte & Touche LLP for 2026
Votes for director Michael Severino 871,428,340 shares For votes in director election
Broker non-votes on Proposal 2 122,461,640 shares Broker non-votes on 2025 executive compensation proposal
broker non-votes financial
"abstentions and broker non-votes were considered for purposes of establishing a quorum"
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.
non-binding advisory basis regulatory
"approve, on a non-binding advisory basis, the 2025 compensation of the named executive officers"
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
"ratify the selection of Deloitte & Touche LLP 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.
annual meeting of shareholders financial
"held its 2026 annual meeting of shareholders"
A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.
Understanding 8-K Material Events →
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 15, 2026


VIATRIS INC.
(Exact name of registrant as specified in its charter)


Delaware
 001-39695
83-4364296
(State or Other Jurisdiction of Incorporation)
 (Commission File Number)
(I.R.S. Employer Identification No.)

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317
(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (724) 514-1800


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:

  ☐
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:

   
Trading
  
Name of each exchange
Title of each class
  
Symbol(s)
  
on which registered
Common Stock, par value $0.01 per share
  
VTRS
  
The NASDAQ Stock Market

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 5.07
Submission of Matters to a Vote of Security Holders.

(a) On May 15, 2026, Viatris Inc. (“Viatris” or the “Company”) held its 2026 annual meeting of shareholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, shareholders were asked to consider and act upon the following items of business: (i) elect thirteen director nominees, each to hold office until the 2027 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2025 compensation of the named executive officers of the Company; and (iii) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. With respect to each proposal below, abstentions and broker non-votes were considered for purposes of establishing a quorum but were not considered to be votes cast and therefore had no effect on the vote on any such proposal.

(b) The certified results of the matters voted on at the 2026 Annual Meeting are set forth below.

Proposal No. 1 - Election of the following thirteen director nominees, each to hold office until the 2027 annual meeting of shareholders:

Nominee
 For
Against
Abstain
Broker Non-Votes
W. Don Cornwell
849,532,867
  
24,182,514
  
1,841,533
  
122,461,640
Frank D’Amelio
867,382,258
  
7,361,498
  
813,158
  
122,461,640
JoEllen Lyons Dillon
798,545,833
  
59,938,622
  
17,072,459
  
122,461,640
Elisha Finney
871,844,773
  
2,902,953
  
809,188
  
122,461,640
Leo Groothuis
854,806,833
  
19,923,045
  
827,036
  
122,461,640
Melina Higgins
870,698,982
  
4,042,667
  
815,265
  
122,461,640
James M. Kilts
856,659,003
  
18,077,659
  
820,252
  
122,461,640
Richard Mark
869,902,473
  
4,817,061
  
837,380
  
122,461,640
Mark Parrish
810,773,873
  
63,952,809
  
830,232
  
122,461,640
Michael Severino
871,428,340
  
3,309,576
  
818,998
  
122,461,640
David Simmons
857,208,158
  
17,530,423
  
818,333
  
122,461,640
Scott A. Smith
871,094,570
  
3,622,333
  
840,011
  
122,461,640
Rogério Vivaldi Coelho
871,117,588
  
3,593,152
  
846,174
  
122,461,640

Each director nominee was elected to hold office until the 2027 annual meeting of shareholders.

Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2025 compensation of the named executive officers of the Company:
For
Against
  
Abstain
  
Broker Non-Votes

846,370,157
26,920,688
  
2,266,069
  
122,461,640

This proposal was approved.

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, 2026:

 
For
  
Against
  
Abstain
  
Broker Non-Votes
 
969,259,214
  
27,657,863
  
1,101,477
  
N/A

This proposal was approved.

SIGNATURE

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.
VIATRIS INC.



Date: May 15, 2026
By:
 /s/ Matthew Maletta


Matthew Maletta


Chief Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Viatris (VTRS) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing thirteen directors to serve until the 2027 annual meeting, approving 2025 executive compensation on an advisory basis, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026.

Were all Viatris (VTRS) director nominees elected at the 2026 annual meeting?

Yes, all thirteen Viatris director nominees were elected. Each nominee received more votes “for” than “against,” with additional abstentions and broker non-votes recorded, and will serve until the company’s 2027 annual meeting of shareholders, according to the certified voting results disclosed.

How did Viatris (VTRS) shareholders vote on 2025 executive compensation?

Viatris shareholders approved the 2025 compensation of named executive officers on a non-binding advisory basis. The vote totaled 846,370,157 shares in favor, 26,920,688 against, 2,266,069 abstentions, and 122,461,640 broker non-votes recorded for this say‑on‑pay proposal.

Did Viatris (VTRS) shareholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes, shareholders ratified Deloitte & Touche LLP as Viatris’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 969,259,214 votes for, 27,657,863 against, and 1,101,477 abstentions, and no broker non-votes applicable to this proposal.

What level of support did Viatris (VTRS) auditors receive in the 2026 vote?

The auditor ratification received strong support, with 969,259,214 votes for Deloitte & Touche LLP, compared to 27,657,863 votes against and 1,101,477 abstentions. This indicates broad shareholder backing for retaining the firm as independent auditor for the 2026 fiscal year.

How were abstentions and broker non-votes treated in Viatris (VTRS) 2026 meeting results?

Abstentions and broker non-votes counted toward establishing a quorum but were not considered votes cast for or against any proposal. As a result, they had no effect on the outcome of the director elections, the advisory compensation vote, or the auditor ratification.

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