Submission of Matters to a Vote of Security



 


At the Annual Meeting of Stockholders held on May 14, 2021 (the “Meeting”),
the stockholders of Innoviva, Inc. (“Innoviva”) elected six members to our board of directors, each for a one-year term expiring
at the annual meeting of stockholders in 2022, as follows:


 




Members

 


Number of

Shares Voted

For

 

 


Number of

Shares Voted


Against or Abstained

 

 


Broker Non-Votes


 



George W. Bickerstaff, III

 


 

47,088,853

 

 


 

36,695,268

 

 


7,011,622


 



Deborah L. Birx, M.D.

 


 

81,596,391

 

 


 

2,187,730

 

 


7,011,622


 



Mark D iPaolo, Esq.

 


 

45,790,536

 

 


 

37,993,585

 

 


7,011,622


 



Jules Haimovitz

 


 

47,911,176

 

 


 

35,872,945

 

 


7,011,622


 



Odysseas D. Kostas, M.D.

 


 

45,794,740

 

 


 

37,989,381

 

 


7,011,622


 



Sarah Schlesinger, M.D.

 


 

46,922,520

 

 


 

36,861,601

 

 


7,011,622


 



 


At the Meeting, our stockholders next approved on a non-binding advisory
basis, Innoviva’s 2020 executive compensation (the “Say-on-Pay Proposal”). The vote for such approval was 48,107,045
shares for, 35,542,106 shares against, 134,970 shares abstaining, and 7,011,622 shares of broker non-votes.


 


Also at the Meeting, our stockholders ratified the appointment of Grant
Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021. The vote for such ratification
was 90,493,218 shares for, 263,535 shares against, 38,990 shares abstaining and no broker non-votes.


 


With respect to the vote of our directors (other than Dr. Birx)
and the Say-On-Pay Proposal, the voting result was affected by GlaxoSmithKline plc (“GSK”) voting “Against”
each proposal. GSK owns approximately 32% of Innoviva’s outstanding common stock. If GSK’s votes were excluded, the
votes “For” Innoviva’s directors (other than Dr. Birx) represented between approximately 89% and 93% of the votes
by our stockholders cast, and the vote “For” the Say-on-Pay Proposal represented approximately 93% of the votes cast (in
each case with broker non-votes disregarded and abstentions counted as votes “Against”). In addition to the support of
Innoviva’s shareholders other than GSK, both Glass Lewis and Institutional Shareholder Services recommended that its clients
vote “For” each of our directors and “For” the Say-on-Pay Proposal.


 


For more information related to our relationship with GSK, please refer
to the Risk Factors described in our Annual Report on Form 10-K.


 




 


 



 


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:
May 20, 2021


By: 


/s/
Pavel Raifeld



 


 


Pavel
Raifeld



 


 


Chief
Executive Officer



 




 









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