8-K – 2026-05-15 – ef20073751_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): 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