INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07 Submission of Matters to a Vote of Security Holders.
On April27, 2017,IVS delivered its final vote tabulation that
certified the voting results for each of the matters set forth
below that were submitted to a vote at the Annual Meeting.
As of the close of business on February24, 2017, the record date
for the Annual Meeting, 109,201,168 shares of the Companys common
stock, par value $0.01 per share (the Common Stock), were
outstanding and entitled to vote. 100,275,103 shares of Common
Stock were voted in person or by proxy at the Annual Meeting,
representing 91.83 percent of the shares entitled to be voted.
Proposal1: Election of Directors.
The Companys stockholders elected the following nominees,
constituting the Companys full slate of nominees, to serve on the
board of directors (the Board of Directors) until the next annual
meeting of stockholders and until their successors have been duly
elected or appointed: Michael W. Aguiar, Barbara Duncan,
Catherine J. Friedman, Patrick G. LePore, Paul Pepe, James L.
Tyree and William H. Waltrip. The final tabulation from IVS of
voting results for the election of directors and other proposals
presented at the Annual Meeting is as follows:
Board of Directors Nominees:
|
Director |
|
VotesFor |
|
VotesWithheld |
|
Michael W. Aguiar |
52,348,840 |
314,254 |
||
|
Barbara Duncan |
99,630,634 |
644,469 |
||
|
Catherine J. Friedman |
99,664,160 |
610,943 |
||
|
Patrick G. LePore |
99,675,708 |
599,395 |
||
|
Paul Pepe |
52,329,951 |
333,143 |
||
|
James L. Tyree |
99,662,445 |
612,658 |
||
|
William H. Waltrip |
52,330,709 |
332,385 |
Sarissa Capital Domestic Fund LP and certain of its
affiliates (together, Sarissa) Nominees:
|
Director |
|
VotesFor |
|
VotesWithheld |
|
George W. Bickerstaff,III |
47,609,581 |
2,428 |
||
|
Jules Haimovitz |
31,412,005 |
16,200,004 |
||
|
Odysseas Kostas, M.D. |
47,608,172 |
3,837 |
Proposal2: Advisory Vote to Approve Named Executive
Officer Compensation.
The Companys stockholders approved on a non-binding, advisory
basis the compensation paid to the Companys named executive
officers, as disclosed in the Companys definitive proxy statement
on Schedule 14A filed with the United States Securities and
Exchange Commission on March22, 2017 (the Proxy Statement).
|
VotesFor |
|
VotesAgainst |
|
VotesAbstaining |
|
BrokerNon-Votes |
|
52,938,791 |
46,784,995 |
551,317 |
|
Proposal3: Advisory Vote on the Frequency of the
Advisory Vote to Approve Named Executive Officer
Compensation.
The Companys stockholders approved on a non-binding, advisory
basis that the non-binding, advisory vote on the compensation
paid to the Companys named executive officers shall occur once
every year.
|
VotesForOneYear |
|
VotesForTwoYears |
|
VotesForThreeYears |
|
Abstain |
|
99,339,624 |
39,682 |
264,254 |
631,543 |
Proposal4: Ratification of Appointment of Ernst Young
LLP.
The Companys stockholders ratified the appointment of Ernst
Young LLP as the Companys independent registered public
accounting firm for the fiscal year ending December31, 2017.
|
VotesFor |
|
VotesAgainst |
|
VotesAbstaining |
|
BrokerNon-Votes |
|
99,233,511 |
473,164 |
568,428 |
|
Proposal5: Stockholder Proposal on Repeal of New
Bylaws.
At the Annual Meeting, representatives of Sarissa withdrew
Sarissas stockholder proposal regarding the repeal of any
provision of the Companys Amended and Restated Bylaws adopted
without stockholder approval following February6, 2017.
Therefore, such stockholder proposal was not presented for a
vote at the Annual Meeting.
About INNOVIVA, INC. (NASDAQ:INVA)
Innoviva, Inc., formerly Theravance, Inc., is engaged in the development, commercialization and financial management of bio-pharmaceuticals. It focuses on the respiratory assets partnered with Glaxo Group Limited (GSK), including RELVAR/BREO ELLIPTA (fluticasone furoate (FF)/vilanterol (VI)) and ANORO ELLIPTA (umeclidinium bromide/vilanterol (UMEC/VI)). Under the Long-Acting Beta2 Agonist (LABA) Collaboration Agreement and the Strategic Alliance Agreement with GSK, the Company is eligible to receive the annual royalties from GSK on sales of RELVAR/BREO ELLIPTA. For other products combined with a LABA from the LABA collaboration, such as ANORO ELLIPTA, royalties are upward tiering and range from 6.5% to 10%. RELVAR/BREO is a once-a-day combination inhaled respiratory medicine consisting of a LABA (VI) and an inhaled corticosteroid (ICS), FF. ANORO ELLIPTA a once-daily medicine combining a long-acting muscarinic antagonist (LAMA), umeclidinium bromide (UMEC), with a LABA. INNOVIVA, INC. (NASDAQ:INVA) Recent Trading Information
INNOVIVA, INC. (NASDAQ:INVA) closed its last trading session down -0.26 at 12.59 with 1,397,008 shares trading hands.