Viatris Inc
For the period ended Dec 5, 2025. Filed Oct 24, 2025.
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Dec 5, 2025 · Filed Oct 24, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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VIATRIS INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Message from
the Chair of the Board, Melina Higgins
Dear Fellow Shareholders,
On behalf of the Board of Directors, I want to thank you for your continued investment and confidence in Viatris. It is a privilege to chair such a deeply committed Board and to work in partnership with our talented management team during this important period of transformation and growth for the Company.
2025 has been a pivotal year for Viatris, one defined by disciplined execution, meaningful progress, and a clear focus on building a stronger, more agile Company for the future. Several significant milestones were achieved, from delivering strong operational performance and returning more than $630 million to shareholders through share repurchases and dividends in the first half of the year, to advancing our innovative pipeline with five positive Phase 3 readouts and the first global approval for sotagliflozin. These accomplishments demonstrate the Company’s ability to execute in the near term while positioning itself for long-term, durable growth.
Together with management, the Board has also overseen the continued advancement of Viatris’ strategic priorities, including the successful launch of an enterprise-wide strategic review designed to ensure the Company’s operating model, cost structure and organization are fit for purpose for our next stage of growth.
Our progress would not be possible without the continued effort of our colleagues around the globe. We are proud that Viatris was once again named to Forbes' list of World's Best Employers 2025. This is the fifth year in a row that Viatris has received this recognition. As Board members, we have taken the opportunity to meet with cross-functional teams from across the Company during the past year and have been impressed with their dedication to our mission and efforts to foster a high-performance environment.
Strong governance and thoughtful leadership remain central to our success. I, and my fellow directors, continue to focus on ensuring that our Board has the right mix of skills, experience and perspectives to best support our Company’s future goals and our management team in achieving them. Since June 2024, we have welcomed four new directors with deep expertise in pharmaceutical leadership, finance, and innovation, while maintaining the continuity and institutional knowledge that have served the Company well. These efforts reflect our ongoing commitment to strong corporate governance and to ensuring that Viatris is guided by a Board that is independent, forward-looking and deeply engaged in guiding Viatris’ next chapter.
Management succession planning has been, and continues to be, among the Board’s top priorities. We are pleased with the continued success of our management development efforts as we have seamlessly integrated new leadership and fresh perspectives with long-standing Viatris colleagues. The partnership between the Board and management has never been stronger — anchored in a shared focus on execution, accountability and value creation. The successful completion of our management transition efforts positioned us to end the consulting arrangement with our Chairman Emeritus as of June 30, 2025, and establish what we anticipate is our long-term simplified management structure.
In closing, as the Company continues to evolve, the Board will remain steadfast in its oversight and commitment to advancing the Company’s ambitions for the future on behalf of our shareholders. We are proud of the work we have accomplished to date and we appreciate your continued investment and support.
Sincerely,
Melina Higgins
Chair of the Board
Message from
Scott A. Smith, Chief Executive Officer
Dear Viatris Shareholders,
As I reflect on the past year, I am both proud of the significant progress we have made together and excited about the transformative path we continue to chart for our future. Viatris has been built with resilience and diversification at its core. Since our launch in 2020, we have reshaped the company through bold actions that strengthened our foundation, expanded our capabilities, and positioned us for long-term sustainable and profitable growth.
A Year of Transformation and Execution
2025 has been a pivotal year. We continued to reshape our business while delivering meaningful progress for shareholders, patients, and employees alike. Among this year’s achievements:
| • | Focus on Growth: We reported second quarter 2025 total revenues of $3.6 billion representing divestiture-adjusted operational revenue growth of 3%, excluding the impact of Indore1, demonstrating renewed momentum in our base business. |
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| • | Pipeline Progress: We advanced our innovative pipeline with five positive Phase 3 data readouts, additionally enrollment for selatogrel and cenerimod remains on track. We also received the first global approval for sotagliflozin in the UAE — an important milestone in our innovative brands strategy. |
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| • | Capital Return: As of the end of the second quarter of 2025, we returned more than $630 million of capital to shareholders, including approximately $350 million in share repurchases and $280 million in dividends. We have committed to returning more than $1 billion of capital to shareholders in 2025. |
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| • | Operational Resilience: We made strong progress on the remediation efforts at our Indore facility which are nearly complete and we have asked the U.S. FDA for a meeting to discuss the progress of our remediation efforts and the potential timing for reinspection of the facility. We expect to have that meeting by the end of this year. |
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| • | Strategic Review: We launched an enterprise-wide strategic review earlier this year. Our goal is to ensure our operating model is as effective, efficient, and as future-ready as possible. |
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These accomplishments reinforce the disciplined execution of our strategy and our ability to invest for the future while continuing to deliver value today.
Our Strategic Path Forward
The work we have done over the past five years — strengthening our balance sheet, divesting non-core assets, and investing in innovation — has set the stage for the next natural step in our journey. Our future will be guided by four strategic pillars:
| • | Strengthen Our Core – Evolving our generics business by focusing on more profitable, higher-margin complex products, and building our global established brands business by adding brands that leverage our global capabilities. |
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| • | Fuel Innovation – Advancing a pipeline of best-in-class, patent-protected assets and growing our innovative brands business through strategic accretive in-market business development opportunities to accelerate growth in key areas. |
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| • | Optimize Our Global Structure – Simplifying our cost structure, improving resource allocation and achieving operational efficiency in line with the changing needs of our business so that we can ensure we’re building a company that is both competitive today and prepared for the future. |
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| 1 | Second quarter 2025 total revenues were down 6% on a reported basis and down 2% on a divestiture-adjusted operational basis compared to second quarter 2024, primarily driven by the negative Indore Impact (as defined in Appendix B). The Indore Impact refers to the estimated negative financial impact on 2025 total revenues and (loss) earnings from operations versus the comparable 2024 periods as a result of the FDA issued warning letter and import alert related to our oral finished dose manufacturing facility in Indore, India. For the three months ended June 30, 2025, the estimated Indore Impact to total revenues was approximately $160 million. See Appendix B - “Reconciliations of Non-GAAP Financial Measures (Unaudited)” for more information. |
| • | Invest for Growth – Building organizational capabilities, developing talent, and investing in digital tools needed to compete and win in a rapidly changing healthcare environment. |
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Fundamentally, we are positioning Viatris to be more agile, more innovative, and more aligned with the opportunities of tomorrow. We look forward to sharing more information at our Investor Day in early 2026.
Vision for the Future
Looking ahead, we expect Viatris to evolve in meaningful ways. Today, approximately 59% of our portfolio is established brands, 40% is generics, and 1% is patent-protected innovative brands. In the future, that mix will be different. While we intend to sustain the strength of our core business of generics and established brands, we also intend to build a greater presence in innovative brands—patent-protected assets that will drive durable and more predictable profitable growth.
We will remain disciplined in how we allocate capital — strengthening the portfolio, returning value to shareholders, and investing in innovation. Our mission will not change: to empower people worldwide to live healthier at every stage of life.
Closing
I want to thank our more than 30,000 colleagues around the globe who have made the company what it is today. Their passion and dedication are what drive our ability to deliver for patients and shareholders every day.
I am confident that Viatris has the right foundation, the right strategy, and the right vision for the future. Together, we are building a company that is stronger, leaner, and more innovative — a company positioned for sustainable success in 2026 and beyond.
Thank you for your continued trust and investment in Viatris.
Sincerely,
Scott A. Smith
Chief Executive Officer
Notice of 2025 Annual Meeting of Shareholders
Dear Viatris Shareholders:
You are cordially invited to attend the 2025 Annual Meeting of Shareholders (the “2025 Annual Meeting”) of Viatris Inc. (“Viatris” or the “Company”). The meeting will be held on Friday, December 5, 2025 at 11:00 a.m. Eastern Time at the DoubleTree Resort by Hilton Hollywood Beach, 4000 South Ocean Drive, Hollywood, FL 33019. At the meeting, holders of Viatris’ issued and outstanding common stock as of the close of business (5:00 p.m. Eastern Time) on October 10, 2025 (the “Record Date”) will be asked to consider and act upon the following items of business, which are more fully described in this Proxy Statement.
| Date and Time: | Friday, December 5, 202511:00 a.m. Eastern Time |
| Location: | DoubleTree Resort by Hilton Hollywood Beach4000 South Ocean DriveHollywood, FL 33019 |
If you wish to attend the 2025 Annual Meeting (which is currently scheduled to be held in person), please so inform Viatris in writing by sending notice to the attention of Viatris’ Corporate Secretary at 1000 Mylan Blvd., Canonsburg, PA 15317 or by e-mail to corporatesecretary@viatris.com, in each case prior to 5:00 p.m. Eastern Time on December 4, 2025. See “Important Meeting Information” in this Notice and “How can I attend the 2025 Annual Meeting?” on page A-2 for more information.
Items of Business
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| 1. | Election of 13 director nominees, each to hold office until the 2026 annual meeting of shareholders. | 9 |
| 2. | Approval of, on a non-binding advisory basis, the 2024 compensation of the named executive officers of the Company. | 42 |
| 3. | Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025. | 72 |
| 4. | Such other business as may properly come before the meeting and any postponement or adjournment thereof. | |
Only shareholders of record as of the Record Date are entitled to receive notice of, participate in and to vote at the 2025 Annual Meeting and any postponements or adjournments thereof. On or about October 24, 2025, we mailed to Viatris shareholders as of the Record Date a Notice of Internet Availability of Proxy Materials (“Internet Notice”), which includes instructions on how to access our 2025 Proxy Statement and 2024 Annual Report on the Internet, and how to cast your vote. See “Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?” on page A-1 for more information. If you received your proxy materials for the 2025 Annual Meeting by mail, the Proxy Statement, the 2024 Annual Report and proxy card were enclosed.
Please know that your vote is very important, and you are encouraged to vote promptly. Please carefully review the proxy materials for the 2025 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Whether or not you expect to attend the 2025 Annual Meeting, we urge you to read the proxy statement and vote your shares as soon as possible using any of the following methods.
Voting Information How to VotePlease vote using one of the advance voting methods. In all cases, you should have your Internet Notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, in hand and follow the instructions.
| Shareholders of Record(shares registered on the books of the Company via Equiniti Trust Company) | Via InternetVisit www.proxyvote.com or scan the QR Barcode (the QR code will be on the proxy card) | By mailMark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. | |
| By phoneCall 1-800-690-6903 or the telephone number on your proxy card | |||
| Beneficial Owners(shares held through your bank or brokerage account) | Via InternetVisit www.proxyvote.com | By mailSign, date and returnyour voting instruction form pursuant to the instructions therein | |
| By phoneCall 1-800-454-8683 or the telephone number on your voting instruction form | |||
All shareholders of record may vote in person at the 2025 Annual Meeting. Beneficial owners may vote in person at the 2025 Annual Meeting if they have a legal proxy, and follow the instructions described in the response to the question titled “How do I vote if I am a beneficial owner of shares of Viatris common stock and hold them in street name?” on page A-4. See “Important Meeting Information” below on how to attend the 2025 Annual Meeting.
Important Meeting Information
If you plan to attend the 2025 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2025 Annual Meeting?” on page A-2 for information about the location, format and how to register to attend the meeting.
For important information concerning the 2025 Annual Meeting, voting and other matters, please refer to Appendix A – Questions and Answers, beginning on page A-1.
By Order of the Viatris Inc. Board of Directors,
Burt Park
Chief Governance Counsel and Corporate Secretary
October 24, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2025 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 5, 2025.
The Notice of Annual Meeting, Proxy Statement and 2024 Annual Report are available at www.proxyvote.com. Information on our website is not considered part of this Proxy Statement.
Message from Melina Higgins, Chair of the Board
Message from Scott Smith, Chief Executive Officer
Notice of 2025 Annual Meeting of Shareholders
Table of Contents
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.