INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Submission of Matters to a Vote of Security Holders

INNOVIVA,INC. (NASDAQ:INVA) Files An 8-K Submission of Matters to a Vote of Security Holders

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

On April20, 2017,Innoviva,Inc., a Delaware corporation (the
Company), held its Annual Meeting of Stockholders (the Annual
Meeting). Set forth below are the proposals voted upon at the
Annual Meeting, and the preliminary voting results received from
IVS Associates,Inc. (IVS), the independent inspector of elections
for the Annual Meeting. These results are preliminary only and
are subject to changebased on the certification of the final
voting results by IVS. The Company will file an amendment to this
Current Report on Form8-K to disclose the final voting results
within four business days after receiving IVSs final certified
report.

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. Based on the preliminary
results from IVS, at least 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.

Based on the preliminary results from IVS, 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 preliminary 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.

Based on the preliminary results from IVS, 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.

Based on the preliminary results from IVS, 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.

Based on the preliminary results from IVS, 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.

Item 8.01 Other Events.

On April20, 2017, several Sarissa entities filed a Verified
Complaint to Section225 of the Delaware General Corporation Law
and for Specific Performance in the Delaware Court of Chancery,
captioned Sarissa Capital Domestic Fund LP, et al. v.
Innoviva,Inc.
, C.A. No.2017-0309-JRS (the Specific
Performance Litigation). Sarissa alleges that it had entered
into a binding agreement to settle its proxy contest in
exchange for the inclusion of each of George W. Bickerstaff,III
and Odysseas Kostas, M.D. on the Companys Board of Directors.
Sarissa seeks specific performance of the alleged agreement.
With the complaint, Sarissa also filed a Motion for Entry of
Status Quo Order, which seeks, among other things, to prevent
the Company from engaging in any action outside the ordinary
course of business without first giving Sarissa ten
(10)business days notice until the Specific Performance
Litigation is resolved. The Company believes the Specific
Performance Litigation is without merit and intends to defend
it vigorously.


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 -0.22 at 12.85 with 1,054,828 shares trading hands.

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