UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549


FORM 8-K/A
(Amendment No. 1)


CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 30, 2020


Mylan N.V.
(Exact name of registrant as specified in its charter)


Netherlands
333-199861
98-1493528
(State or Other Jurisdiction
(Commission
(I.R.S. Employer
of Incorporation)
File Number)
Identification No.)
 
BUILDING 4, TRIDENT PLACE, MOSQUITO WAY
 
 
HATFIELD, HERTFORDSHIRE, AL10 9UL, England
 
 
(Address of Principal Executive Offices)
 

Registrant’s telephone number, including area code: +44 (0) 1707-853-000


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:

☐
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
Ordinary shares, nominal value €0.01
MYL
The NASDAQ Stock 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.

On June 30, 2020, Mylan N.V. ("Mylan" or the "Company") held its annual general meeting of shareholders (the "AGM") to, among other things, (i) appoint two executive directors and eleven non-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment and (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company. The certified results of the matters voted on at the AGM were disclosed in Mylan's Current Report on Form 8-K filed with the Securities and Exchange Commission on July 2, 2020 (the "AGM 8-K").

Based on subsequent discussions with a significant shareholder of the Company, Mylan has learned that, due to an error in transmission, that shareholder's final voting instructions with respect to the voting items set forth above, which would have increased shareholder support for those voting items, were issued but not received prior to the specified cut-off time and therefore not reflected in the certified results.

Mylan is providing the information below solely to accurately reflect the instructed vote by shareholders at the meeting.

Proposal No. 1* - Appointment of two executive directors and eleven non-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment:


Nominee
For
 
Against
 
Abstain
 
Broker Non-Votes
Heather Bresch**
392,020,138
 
5,690,162
   
6,160,809
   
28,894,148
Hon. Robert J. Cindrich
393,818,255
 
3,805,275
   
6,247,578
   
28,894,149
Robert J. Coury
392,922,513
 
10,388,372
   
560,226
   
28,894,146
JoEllen Lyons Dillon
365,143,856
 
32,423,907
   
6,303,346
   
28,894,148
Neil Dimick, C.P.A.
388,392,842
 
9,156,326
   
6,321,939
   
28,894,150
Melina Higgins
374,659,689
 
22,903,129
   
6,308,292
   
28,894,147
Harry A. Korman
393,987,947
 
3,609,971
   
6,273,191
   
28,894,148
Rajiv Malik**
389,141,791
 
8,514,820
   
6,214,500
   
28,894,146
Richard Mark, C.P.A.
394,841,624
 
2,761,789
   
6,267,697
   
28,894,147
Mark W. Parrish
398,985,037
 
4,383,559
   
502,513
   
28,894,148
Pauline van der Meer Mohr
381,301,889
 
21,944,172
   
625,046
   
28,894,150
Randall L. (Pete) Vanderveen, Ph.D.
398,071,372
 
5,169,409
   
630,328
   
28,894,148
Sjoerd S. Vollebregt
394,919,606
 
2,666,875
   
6,284,627
   
28,894,149
                   
**  Refers to an executive director. All other directors listed above are non-executive directors.         

Proposal No. 2* – Approval, on an advisory basis, of the compensation of the named executive officers of the Company:

For
 
Against
 
Abstain
 
Broker Non-Votes
259,359,871
 
143,588,114
 
923,120
 
28,894,152

*  Mylan is disclosing this information solely for informational purposes. The certified results as disclosed in the AGM 8-K remain unchanged.



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.

  MYLAN N.V.  
       
Date: July 24, 2020
By:
/s/ Kenneth S. Parks  
    Kenneth S. Parks  
    Chief Financial Officer  
       


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