8-K 1 i52679723.htm FORM 8K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 25, 2022
___________________________________________
INNOVIVA, INC.
(Exact Name of Registrant as Specified in its Charter)
___________________________________
Delaware
(State or Other Jurisdiction of Incorporation)
000-30319
(Commission  File Number)
1350 Old Bayshore Highway, Suite 400
Burlingame, California 94010
(650) 238-9600
94-3265960
(I.R.S. Employer Identification Number)

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices) (Former name or former address, if changed since last report)

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 (see General Instruction A.2. below):
☐ 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
INVA
The NASDAQ Global Select 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.
At the Annual Meeting of Stockholders held on April 25, 2022 (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 2023, as follows:

                         
Members
 
Number of
Shares Voted
For
 
 
Number of
Shares Voted Against or Abstained
 
 
Broker Non-Votes
 
George W. Bickerstaff, III
    
50,745,979
      
2,558,550
      
5,086,227
  
Deborah L. Birx, M.D.
 
 
51,853,924
      
1,450,605
      
5,086,227
 
Mark DiPaolo, Esq.
 
 
50,813,768
      
2,490,761
      
5,086,227
 
Jules Haimovitz
    
50,991,722
      
2,312,807
      
5,086,227
  
Odysseas D. Kostas, M.D.
    
50,832,576
      
2,471,953
      
5,086,227
  
Sarah Schlesinger, M.D.
    
36,571,446
      
16,733,083
      
5,086,227
  
At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s 2021 executive compensation (the “Say-on-Pay Proposal”). The vote for such approval was 51,473,540 shares for, 1,726,447 shares against, 104,542 shares abstaining, and 5,086,227 shares of broker non-votes.

Also at the Meeting, our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The vote for such ratification was 58,024,288 shares for, 343,209 shares against, 23,259 shares abstaining and no broker non-votes.


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.

Date: April 28, 2022
INNOVIVA, INC.
   
 
By:
/s/ Pavel Raifeld                                                      
   
Pavel Raifeld
   
Chief Executive Officer