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 change
based 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 Compan ys 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.
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:
Michael W. Aguiar
Catherine J. Friedman
Patrick G. LePore
James L. Tyree
William H. Waltrip
Sarissa Capital Domestic Fund LP and certain of its affiliates (together, Sarissa) Nominees:
George W. Bickerstaff,III
Odysseas Kostas, M.D.
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).
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.
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.
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 Pursuant 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.
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.
Date: April26, 2017
/s/ Eric dEsparbes
Chief Financial Officer
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