UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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. |
Director Appointment
On June 3, 2024, the Board of Directors (the “Board”) of Viatris Inc. (the “Company”) increased the number of directors on the Board from 11 to 12 and appointed Rogério Vivaldi Coelho, M.D., M.B.A. as an independent (as defined in the applicable NASDAQ listing rules) member of the Board with a term of office expiring at the Company’s 2024 annual meeting of shareholders and appointed him to the recently reestablished Science and Technology Committee of the Board, each appointment effective June 3, 2024. Dr. Vivaldi will receive compensation for his role as an independent member of the Board consistent with the compensation of the Company’s other non-employee directors as disclosed in the Amendment to Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Company has entered into an indemnification agreement with Dr. Vivaldi, the form of which appears as Exhibit 10.25 to the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020.
There are no arrangements or understandings between Dr. Vivaldi and any other persons pursuant to which he was selected as a director and Dr. Vivaldi has no direct or indirect material interest in any transaction requiring disclosure under Item 404(a) of Regulation S-K.
| Item 7.01 | Regulation FD Disclosure. |
On June 3, 2024, the Company issued a press release announcing the appointment of Dr. Vivaldi. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information in this Item 7.01 (including Exhibit 99.1) shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
Description | |
| 99.1 | Director Appointment Press Release, dated June 3, 2024. | |
| 104 | Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document. | |
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: June 3, 2024 | By: | /s/ Theodora Mistras | ||||
| Theodora Mistras | ||||||
| Chief Financial Officer | ||||||