Viatris Inc
For the period ended Dec 6, 2024. Filed Oct 25, 2024.
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Dec 6, 2024 · Filed Oct 25, 2024
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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
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Filed by a party other than the Registrant
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-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 |
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| ☐ | Fee paid previously with preliminary materials |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
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2024 Proxy Statement Annual Meeting of Shareholders
Message from
the Chair of the Board, Melina Higgins
Dear Fellow Shareholders,
It is a great pleasure to address you for the first time as Chair of the Board. On behalf of the entire Board of Directors, I want to thank you for your investment and confidence in Viatris. It is a privilege to serve in this role and to work closely with my fellow Board members and the management team to ensure our continued success.
2023 marked the beginning of a new chapter in Viatris’ journey. Since the company’s launch in 2020, we have successfully executed on our original initiatives and achieved our stated goals and targets. Our efforts culminated in the completion of our planned divestitures in July. As intended, we used the proceeds from those divestitures to prepay our 2025 and half of our 2026 debt maturities, putting us firmly on track to achieve our long-term gross leverage target.1 This positions us well to continue executing our long-term strategy while maximizing shareholder value.
Considering that many corporate management transitions can be challenging, I am proud of how we successfully navigated several seamless leadership changes. At the management level, on April 1, 2023, Scott A. Smith became Viatris’ new CEO, bringing with him more than 35 years of experience in building, growing, and managing large, complex organizations, as well as a proven track record of developing and executing regulatory, clinical, and business development strategies. Since then, the Board has worked with Scott to ensure the smooth transition of a newly established leadership team that brings the diverse skills and experiences needed to drive our future.
At the Board level, we remain committed to strong corporate governance. We continue to focus on refreshing our Board with highly qualified independent directors from diverse backgrounds to help further guide and advance our strategy. Since December 2022, we have successfully transitioned four retiring directors, welcomed four new directors, and refocused our Science and Technology Committee on our growth strategy. In May 2023, we announced that, at the end of the year, Robert J. Coury — the architect and major driving force behind the creation of Viatris — would not stand for re-election to the Board, but rather would transition to a new role as Chairman Emeritus and Senior Strategic Advisor. I was honored to be elected as our Board’s new independent Chair in December 2023.
| 1 | The company has not quantified future amounts to develop this target, which does not reflect company guidance, but has stated its goal to manage notional gross debt and adjusted EBITDA over time in order to generally maintain or reach the target. See Appendix B — “Non-GAAP Financial Measures” for more information. |
With this strong foundation in place, the company is well-positioned to focus on the next phase of its strategy. Viatris is not only stronger and more streamlined, but more importantly, our future direction is much clearer and more focused: a capital allocation story. We believe that how we prioritize capital allocation going forward will be the single most critical factor in driving, optimizing, and maximizing shareholder value. Returning value to shareholders through dividends and share repurchases will remain a central element of our capital allocation priorities. This is a new chapter for Viatris, but it is also a continuation of what we have worked so hard to build — a company rooted in responsible governance, poised for growth, and committed to creating lasting value for all our shareholders. In closing, we are extremely pleased with the progress made in 2023 and with where we stand today. We appreciate your continued trust and support. Sincerely, Melina Higgins Chair of the Board
Message from
Scott A. Smith, Chief Executive Officer
Dear Viatris Shareholders,
Since becoming CEO of Viatris on April 1, 2023, I have had the opportunity to meet many talented people across our company and have gained a deep appreciation for everyone’s passion, dedication and commitment to Viatris’ success and the impact we can make together for patients. I could not be more excited about our future.
An Inflection Point for our Company
We are at an important inflection point for our company. Four years ago, Viatris embarked on a journey to build a new kind of healthcare company. By combining Mylan N.V. — a strong global generics company — and the Upjohn business — a division of Pfizer Inc. with 20 of the most iconicoff-patent brands — the goal was to build a unique global pharmaceutical company with the scale to bring patients access to high-quality medicines worldwide.
The Viatris team has done an outstanding job executing the plan that was laid out when the two companies were brought together. Now that we have successfully simplified and streamlined our business, returned our base business to growth and strengthened our balance sheet, we are ready to look to the future. Our vision is to accelerate growth and shareholder returns by building on the strength of our base business with an expanding portfolio of innovative, best-in-class, patent-protected assets that have the potential for meaningful revenue growth and patient impact.
Strong Financial Results Provide Strong Foundation for Future Growth
Importantly, we accomplished our near-term goals while continuing to deliver strong financial results. In 2023, we reported total revenues of $15.4 billion, U.S. GAAP net earnings of $54.7 million, adjusted EBITDA of $5.1 billion, U.S. GAAP net cash provided by operating activities of $2.8 billion and free cash flow of $2.4 billion. Our generation of strong cash flow allows us to return capital to shareholders through share repurchases and dividends while also fueling our base business and providing the capital to make strategic investments in future growth.
A Bold Vision for the Future
We believe all the great work done over the last several years has put the company in the position to deliver on our future vision. In August 2024, we laid out three strategic pillars on which we will focus to ensure our success:
| • | Our Diversified and Growing Base Business. As we’ve said, our extensive global footprint already reaches approximately 1 billion patients every year.1 Our continued success in this part of our business comes from our large and diversified portfolio of generics and off-patent brands that extends across markets and therapeutic areas. Here we have a clear legacy of deep product knowledge and extensive commercialization and development expertise. |
| • | Our Financial Strength & Significant Cash Flow. Our strong balance sheet and sector-leading cash flow generation differentiate us from our peers. We expect to continue to deliver on our financial commitments, including debt reduction and returning capital to shareholders through dividends and share repurchases. With the divestiture proceeds now in hand, we believe we have a clear line of sight to meet our long-term gross leverage target2 by the end of 2024. |
| • | Our Expanding Innovative Portfolio. This area represents an increasing focus on efforts to identify, vet and secure innovative, best-in-class, patent-protected assets. We are looking for assets that target significant unmet medical need in areas in which the company can be successful. By expanding our innovative portfolio, we have the potential to drive accelerated and durable revenue growth. |
| 1 | The number of patients served is an estimate calculated using internal sales data (global volume of doses sold in 2023 in all markets as aligned with IQVIA standard units), divided by estimated per patient usage, which is based on treatment dose, treatment duration, and treatment adherence as estimated by Viatris Medical Affairs based on approved label indication and instructions for use, current international guideline recommendations, and common usage in clinical practice. Patients using multiple Viatris medicines may be counted as multiple patients. Certain adjustments were applied in consideration of now completed divestitures and to account for acceptable alternatives to the patient usage factors noted above and rounded to the nearest hundred million. Estimates may be subject to reassessment. |
| 2 | The company has not quantified future amounts to develop this target, which does not reflect company guidance, but has stated its goal to manage notional gross debt and adjusted EBITDA over time in order to generally maintain or reach the target. See Appendix B — “Non-GAAP Financial Measures” for more information. |
Expanding our Innovative Portfolio
In February 2024, we entered into a global research and development collaboration for the exclusive global development and commercialization rights to two Phase 3 assets — selatogrel and cenerimod.
This global collaboration includes the option to expand the collaboration with additional pipeline assets in the future and highlights our ability to identify, vet, and secure high-growth assets in areas of unmet medical need. And to do it in a way that reinforces our disciplined approach to capital allocation.
Selatogrel, a potentially life-saving medicine, aims to become the first and only self-administered treatment for Acute Myocardial Infarction, or heart attack, by filling the medical gap between the onset of symptoms and hospitalization when early intervention is critical. It builds on our existing global cardiovascular franchise and our deep knowledge and experience in self-administered medication for acute life-threatening conditions. At our R&D Event in March 2024, we reviewed selatogrel’s global Phase 3 multi-center trial.
Cenerimod is a novel immunology asset that has the potential to be afirst-in-class oral therapy for the treatment of systemic lupus erythematosus, the most common form of lupus. Through lifecycle management, cenerimod has the potential for broad application across multiple autoimmune diseases and could become a cornerstone asset in our immunology platform. At our R&D Event, we reviewed key learnings from the comprehensive Phase 2 program that has already been conducted and two ongoing Phase 3 multicenter, randomized, double-blind, placebo-controlled, parallel-group studies for cenerimod.
We expect the additional leadership and scientific expertise we have brought in along with our impressive core competencies in key areas such as global manufacturing, medical affairs, regulatory, legal and commercialization will drive the success of these assets and our expanding innovative portfolio. We have already made significant progress in accelerating the development of both selatogrel and cenerimod.
These two assets add to our already existing innovative pipeline, which includes an enriched tear film gene therapy technology we acquired as part of the Oyster Point acquisition in January 2023. This technology has the potential to treat a multitude of ophthalmic diseases.
Our ability to invest in collaborations that expand our innovative pipeline is a result of our strong execution across our diversified and growing base business, our financial strength and our ability to generate significant cash flow.
Overall, I am incredibly proud of what we have accomplished together. We have built a strong foundation, have a bold vision for our future and possess the key ingredients necessary to continue achieving our goals. Our continued success can be attributed to our approximately 32,000 colleagues around the world who come to work every day to deliver on our mission to empower people worldwide to live healthier at every stage of life. It is their passion, dedication and talent that have gotten us to this point, and we believe it is that same passion, dedication and talent that will enable us to be successful in the next part of our journey. Our future is bright, as we expect to continue to accelerate our growth, increase the impact we have on patients and deliver for shareholders. Thank you for your continued investment in Viatris and for your continued support of our mission. Sincerely, Scott A. Smith Chief Executive Officer
Notice of 2024 Annual Meeting
of Shareholders
| Date and Time: Friday, December 6, 2024 11:00 a.m. Eastern Time | Location: DoubleTree Crystal City 300 Army Navy Drive Arlington, VA 22202 |
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Dear Viatris Shareholders:
You are cordially invited to attend the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”) of Viatris Inc. (“Viatris” or the “Company”). The meeting will be held on Friday, December 6, 2024 at 11:00 a.m. Eastern Time at the DoubleTree Crystal City, 300 Army Navy Drive, Arlington, VA 22202. 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 11, 2024 (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.
If you wish to attend the 2024 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 5, 2024. See “Important Meeting Information” in this Notice and “How can I attend the 2024 Annual Meeting?” on page A-2 for more information.
Items of Business
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| 1. Election of 12 director nominees each to hold office until the 2025 annual meeting. | 15 |
| 2. Approval of, on a non-binding advisory basis, the 2023 compensation of the named executive officers of the Company. | 47 |
| 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, 2024. | 84 |
| 4. Approval of an amendment to the Viatris Inc. 2020 Stock Incentive Plan. | 87 |
| 5. Transaction of any other business that properly comes before the meeting and any adjournments or postponements of the meeting. | |
Only shareholders of record as of the Record Date are entitled to receive notice of, participate in and to vote at the 2024 Annual Meeting and any postponements or adjournments thereof. On or about October 25, 2024, 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 2024 Proxy Statement and 2023 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 2024 Annual Meeting by mail, the Proxy Statement, the 2023 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 2024 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 2024 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 Vote Please vote using one of the following 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 (formerly American Stock Transfer)) | |
| Via Internet Visit https://www.proxyvotenow.com/vtrs | |
| By phone Call 1-855-429-7917 or the telephone number on your proxy card | |
| By mail Sign, date and returnyour proxy card | |
| Beneficial Owners | |
| (shares held through your bank or brokerage account) | |
| Via Internet visit www.proxyvote.com | |
| By phone Call 1-800-454-8683 or the telephone number on your voting instruction form | |
| By mail Sign, date and returnyour voting instruction form | |
| All shareholders of record may vote in person at the 2024 Annual Meeting. Beneficial owners may vote in person at the 2024 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 2024 Annual Meeting. |
Important Meeting Information
If you plan to attend the 2024 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2024 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 2024 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 25, 2024
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2024 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 6, 2024.
The Notice of Annual Meeting, Proxy Statement and 2023 Annual Report are available at
www.proxydocs.com/VTRSV. Information on our website is
not considered part of this Proxy Statement.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.