Submission of Matters to a Vote of Security

(d)

As previously disclosed, at the Annual Meeting,Innovivas stockholders cast over a majority of votes in favor of holding future say on pay votes on an annual basis. Innovivas board of directors (the Board) had recommended a vote for annual frequency of say on pay votes. In light of the stockholder vote, the Board has determined that Innoviva will hold future say on pay votes on an annual basis until the next advisory vote on the frequency of say on pay votes occurs in 2023.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

INNOVIVA,INC.

Date: July21, 2017

By:

/s/ Eric dEsparbes

Eric dEsparbes

Chief Financial Officer

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Other recent filings from the company include the following:

Theravance: Innoviva Names Geoffrey Hulme As Interim Principal Executive Officer - May 23, 2018

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