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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 5, 2025



VIATRIS INC.
(Exact name of registrant as specified in its charter)



Delaware
001-39695
83-4364296
(State or Other Jurisdiction of Incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

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

Title of each class
 
Trading
Symbol(s)
  
Name of each exchange
on which registered
Common Stock, par value $0.01 per share
 
VTRS
 
The NASDAQ Stock Market

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.  ☐



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

(a) On December 5, 2025, Viatris Inc. (“Viatris” or the “Company”) held its 2025 annual meeting of shareholders (the “2025 Annual Meeting”) to (i) elect thirteen director nominees, each to hold office until the 2026 annual meeting of shareholders; (ii) approve, on a non-binding advisory basis, the 2024 compensation of the named executive officers of the Company; and (iii) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. 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.

(b) The certified results of the matters voted on at the 2025 Annual Meeting are set forth below.

Proposal No. 1 - Election of the following twelve director nominees, each to hold office until the 2026 annual meeting of shareholders:

Nominee
 
For
 
Against
 
Abstain
 
Broker Non-Votes
W. Don Cornwell
 
867,063,414
 
4,418,986
 
1,124,206
 
117,380,052
Frank D’Amelio
 
864,647,160
 
6,835,427
 
1,124,019
 
117,380,052
JoEllen Lyons Dillon
 
779,329,498
 
72,187,243
 
21,089,865
 
117,380,052
Elisha Finney
 
867,971,536
 
3,557,133
 
1,077,937
 
117,380,052
Leo Groothuis
 
847,420,558
 
23,944,741
 
1,241,307
 
117,380,052
Melina Higgins
 
867,056,809
 
4,504,005
 
1,045,792
 
117,380,052
James M. Kilts
 
853,730,285
 
17,793,190
 
1,083,131
 
117,380,052
Richard Mark
 
866,690,152
 
4,829,299
 
1,087,155
 
117,380,052
Mark Parrish
 
804,713,488
 
66,699,639
 
1,193,479
 
117,380,052
Michael Severino
 
867,709,179
 
3,796,803
 
1,100,624
 
117,380,052
David Simmons
 
867,735,601
 
3,764,186
 
1,106,819
 
117,380,052
Scott A. Smith
 
867,914,901
 
3,613,747
 
1,077,958
 
117,380,052
Rogério Vivaldi Coelho
 
867,960,073
 
3,504,374
 
1,142,159
 
117,380,052

Each director nominee was elected to hold office until the 2026 annual meeting of shareholders.

Proposal No. 2 – Approval, on a non-binding advisory basis, of the 2024 compensation of the named executive officers of the Company:

For
 
Against
 
Abstain
 
Broker Non-Votes
831,333,073
 
38,599,819
 
2,673,714
 
117,380,052

This proposal was approved.

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, 2025:

For
 
Against
 
Abstain
 
Broker Non-Votes
963,677,498
 
24,965,937
 
1,343,223
 
N/A

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.

 
VIATRIS INC.
     
Date: December 5, 2025
By:
/s/ Theodora Mistras
   
Theodora Mistras
   
Chief Financial Officer