8-K – 2025-12-05 – ef20060767_8k.htm

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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): December 5, 2025

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:

Title of each class

 

Trading

Symbol(s)

  

Name of each exchange

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 December 5, 2025, Viatris Inc. (“Viatris” or the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”) to (i)
elect thirteen director nominees, each to hold office until the 2026 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2024 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, 2025. With respect to each proposal below, any 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 2025 Annual Meeting are set forth below.

Proposal No. 1 - Election of the following twelve director nominees, each to hold office until the 2026 annual meeting of shareholders:

Nominee

 

For

 

Against

 

Abstain

 

Broker Non-Votes

W. Don Cornwell

 

867,063,414

 

4,418,986

 

1,124,206

 

117,380,052

Frank D’Amelio

 

864,647,160

 

6,835,427

 

1,124,019

 

117,380,052

JoEllen Lyons Dillon

 

779,329,498

 

72,187,243

 

21,089,865

 

117,380,052

Elisha Finney

 

867,971,536

 

3,557,133

 

1,077,937

 

117,380,052

Leo Groothuis

 

847,420,558

 

23,944,741

 

1,241,307

 

117,380,052

Melina Higgins

 

867,056,809

 

4,504,005

 

1,045,792

 

117,380,052

James M. Kilts

 

853,730,285

 

17,793,190

 

1,083,131

 

117,380,052

Richard Mark

 

866,690,152

 

4,829,299

 

1,087,155

 

117,380,052

Mark Parrish

 

804,713,488

 

66,699,639

 

1,193,479

 

117,380,052

Michael Severino

 

867,709,179

 

3,796,803

 

1,100,624

 

117,380,052

David Simmons

 

867,735,601

 

3,764,186

 

1,106,819

 

117,380,052

Scott A. Smith

 

867,914,901

 

3,613,747

 

1,077,958

 

117,380,052

Rogério Vivaldi Coelho

 

867,960,073

 

3,504,374

 

1,142,159

 

117,380,052

Each director nominee was elected to hold office until the 2026 annual meeting of shareholders.

Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2024 compensation of the named executive officers of the Company:

For

 

Against

 

Abstain

 

Broker Non-Votes

831,333,073

 

38,599,819

 

2,673,714

 

117,380,052

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, 2025:

For

 

Against

 

Abstain

 

Broker Non-Votes

963,677,498

 

24,965,937

 

1,343,223

 

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: December 5, 2025

By:

/s/ Theodora Mistras

 
 

Theodora Mistras

 
 

Chief Financial Officer