Current Report Filing (8-k)
24 Mai 2023 - 12:01PM
Edgar (US Regulatory)
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2023-05-22
2023-05-22
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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): May 22, 2023
INNOVIVA, INC.
(Exact Name of Registrant as Specified in
its Charter)
Delaware |
000-30319 |
94-3265960 |
(State or Other Jurisdiction of
Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification
Number) |
1350 Old Bayshore Highway,
Suite
400
Burlingame, California 94010
(650) 238-9600
(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 May 22, 2023 (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 2024, as follows:
Members | |
Number of Shares Voted For | | |
Number of Shares Voted
Against or
Abstained | | |
Broker Non-
Votes | |
Deborah L. Birx, M.D. | |
53,617,426 | | |
881,654 | | |
4,319,019 | |
Mark DiPaolo, Esq. | |
54,180,081 | | |
318,999 | | |
4,319,019 | |
Jules Haimovitz | |
53,447,741 | | |
1,051,339 | | |
4,319,019 | |
Odysseas D. Kostas, M.D. | |
54,168,478 | | |
330,602 | | |
4,319,019 | |
Sarah Schlesinger, M.D. | |
52,929,318 | | |
1,569,762 | | |
4,319,019 | |
Sapna Srivastava, Ph.D. | |
32,608,554 | | |
21,890,526 | | |
4,319,019 | |
At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s executive compensation. The vote for
such approval was 51,955,275 shares for, 2,512,795 shares against, 31,010 shares abstaining, and 4,319,019 shares of broker non-votes.
Also at the Meeting, our stockholders next approved one year as the
frequency of non-binding advisory votes on Innoviva’s executive compensation. The vote for such approval was 51,448,996 shares for
one year, 19,063 shares for two years, 2,986,237 shares for three years, 44,784 shares abstaining and 4,319,019 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, 2023. The vote for such ratification was 58,801,428 shares for, 11,607 shares against, 5,064
shares abstaining and no broker non-votes.
Also at the Meeting, our stockholders next approved the Innoviva, Inc.
2023 Employee Stock Purchase Plan. The vote for such approval was 54,298,015 shares for, 130,716 shares against, 70,349 shares abstaining
and 4,319,019 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.
|
INNOVIVA, INC. |
|
|
Date: May 23, 2023 |
By: |
/s/ Pavel Raifeld |
|
|
|
Pavel Raifeld |
|
|
Chief Executive Officer |
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