UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event
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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 | ||
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
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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 June 17, 2024 (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 2025, as follows:
| Members | Number of Shares Voted For | Number of Shares Voted Against or Abstained | Broker Non- Votes | ||||||||
| Mark DiPaolo, Esq. | 52,630,405.53 | 1,369,108 | 2,544,371.42 | ||||||||
| Jules Haimovitz | 52,638,945.53 | 1,360,568 | 2,544,371.42 | ||||||||
| Odysseas D. Kostas, M.D. | 53,558,321.53 | 441,192 | 2,544,371.42 | ||||||||
| Sarah Schlesinger, M.D. | 52,024,328.53 | 1,975,185 | 2,544,371.42 | ||||||||
| Derek Small | 53,731,768.53 | 267,745 | 2,544,371.42 | ||||||||
| Sapna Srivastava, Ph.D. | 48,313,815.53 | 5,685,698 | 2,544,371.42 | ||||||||
At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s executive compensation. The vote for such approval was 52,833,150.39 shares for, 1,146,788 shares against, 19,575.14 shares abstaining, and 2,544,371.42 shares of broker non-votes.
Also at the Meeting, our stockholders next ratified the selection by the Audit Committee of the Board of Directors of Innoviva of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024. The vote for such ratification was 56,265,724.95 shares for, 271,022 shares against, 7,138 shares abstaining and 0 broker non-votes.
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: June 20, 2024 | By: | /s/ Pavel Raifeld |
| Pavel Raifeld | ||
| Chief Executive Officer |
Cover |
Jun. 17, 2024 |
|---|---|
| Cover [Abstract] | |
| Document Type | 8-K |
| Amendment Flag | false |
| Document Period End Date | Jun. 17, 2024 |
| Entity File Number | 000-30319 |
| Entity Registrant Name | INNOVIVA, INC. |
| Entity Central Index Key | 0001080014 |
| Entity Tax Identification Number | 94-3265960 |
| Entity Incorporation, State or Country Code | DE |
| Entity Address, Address Line One | 1350 Old Bayshore Highway |
| Entity Address, Address Line Two | Suite 400 |
| Entity Address, City or Town | Burlingame |
| Entity Address, State or Province | CA |
| Entity Address, Postal Zip Code | 94010 |
| City Area Code | 650 |
| Local Phone Number | 238-9600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre-commencement Tender Offer | false |
| Pre-commencement Issuer Tender Offer | false |
| Title of 12(b) Security | Common Stock, par value $0.01 per share |
| Trading Symbol | INVA |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |