Viatris (VTRS) 8-KDeparture of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 6, 2024

VIATRIS INC.

(Exact name of registrant as specified in its charter)

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (724) 514-1800

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

On December 6, 2024, Viatris Inc. (“Viatris” or the “Company”) held its 2024 annual meeting of shareholders (the “2024 Annual Meeting”). As further discussed below, at the 2024 Annual Meeting, shareholders of the Company approved an amendment to the Company’s 2020 Stock Incentive Plan (the “2020 Stock Incentive Plan Amendment”). For a description of the 2020 Stock Incentive Plan Amendment, see the Company’s Definitive Proxy Statement on Schedule 14A (File No. 001-39695), filed with the Securities and Exchange Commission on October 25, 2024 (the “Proxy Statement”). A copy of the 2020 Stock Incentive Plan Amendment is attached as Appendix C to such Proxy Statement.

(a) On December 6, 2024, the Company held its 2024 Annual Meeting to (i) elect twelve director nominees, each to hold office until the 2025 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2023 compensation of the named executive officers of the Company; (iii) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; and (iv) approve the 2020 Stock Incentive Plan Amendment to (1) increase the maximum aggregate number of shares of Viatris common stock reserved and available for issuance for awards pursuant to the 2020 Stock Incentive Plan by 49,000,000 shares, subject to adjustment as provided in the Company’s 2020 Stock Incentive Plan, and (2) eliminate an exception to the 12-month minimum vesting requirement for awards granted on an ad hoc basis in order to achieve a specified business objective. With respect to each proposal below, any abstentions and broker non-votes were considered for purposes of establishing a quorum but were not considered to be votes cast and therefore had no effect on the vote on any such proposal.

Proposal No. 1 - Election of the following twelve director nominees, each to hold office until the 2025 annual meeting of shareholders:

Each director nominee was elected to hold office until the 2025 annual meeting of shareholders.

Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2023 compensation of the named executive officers of the Company:

This proposal was not approved, but received 49.23% of votes in favor (thus missing approval by less than 0.80%).

Proposal No. 3 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024:

This proposal was approved.

Proposal No. 4 – Approval of the 2020 Stock Incentive Plan Amendment:

This proposal was approved.

SIGNATURE

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.