UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 28, 2023, George Bickerstaff, III, Chairman of the Board, notified the Board of Directors (the “Board”) of Innoviva, Inc. that he will retire from the Board, including the committees of the Board of the Company of which he is a member, at the end of his current term at the 2023 Annual Meeting of shareholders. Mr. Bickerstaff has served as a director of the Company since 2017 and Chairman of the Board since 2020. Mr. Bickerstaff has confirmed that his departure was not the result of any disagreement with the Company on any matter relating to how the Company has operated, its policies or its practices, including its controls or financial related matters. The Board has approved that immediately upon the conclusion of the 2023 Annual Meeting, the size of the Board will be reduced from seven to six members. The Board will elect a new Chairperson of the Board following the 2023 Annual Meeting.
| Item 7.01. | Regulation FD Disclosure |
On April 28, 2023, we issued a press release announcing the events described in Item 5.02 above. A copy of the press release is furnished as Exhibit 99.1.
The information in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 99.1 | Press Release dated April 28, 2023 | |
| 104 | Cover Page Interactive File (the cover page tags are embedded within the Inline XBRL document) | |
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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: April 28, 2023 | By: | /s/ Pavel Raifeld | ||||
| Pavel Raifeld | ||||||
| Chief Executive Officer | ||||||
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