Current Report Filing (8-k)
22 June 2019 - 7:02AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 21, 2019
MYLAN N.V.
(Exact name
of registrant as specified in its charter)
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The Netherlands
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333-199861
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98-1189497
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(I.R.S. Employer
Identification No.)
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Building 4, Trident Place, Mosquito Way, Hatfield,
Hertfordshire
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AL10 9UL
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants 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:
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17
CFR
240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule
14d-2(b)
under the
Exchange Act (17 CFR
240.14d-2
(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4
(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Ordinary shares, nominal value 0.01
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MYL
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The NASDAQ Stock Market
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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
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Submission of Matters to a Vote of Security Holders.
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(a) On June 21, 2019, Mylan N.V. (Mylan or the Company) held its annual general meeting of shareholders (the AGM) to
(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; (ii) approve, on an
advisory basis, the compensation of the named executive officers of the Company; (iii) adopt the Dutch annual accounts for fiscal year 2018; (iv) ratify the selection of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for fiscal year 2019; (v) instruct Deloitte Accountants B.V. for the audit of the Companys Dutch statutory annual accounts for fiscal year 2019; (vi) authorize Mylans Board of Directors (the Mylan
Board) to acquire shares in the capital of the Company; and (vii) delegate to the Mylan Board the authority to issue ordinary shares and grant rights to subscribe for ordinary shares in the capital of the Company and to exclude or
restrict
pre-emptive
rights. Each director nominee and all other matters voted on at the AGM received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and each director
nominee was appointed by the general meeting and all other matters voted on passed. The results of specific proposals are set forth below.
As of the
close of business on May 24, 2019, the record date for the AGM (the Record Date), there were issued and outstanding 515,468,049 ordinary shares of Mylan entitled to vote at the AGM. As of the Record Date, there were no preferred
shares of Mylan issued and outstanding. At least
one-third
of the issued Mylan shares were present or represented at the AGM with respect to each proposal below, constituting a quorum for each such proposal.
(b) The certified results of the matters voted on at the AGM are set forth below.
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:
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Nominee
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For
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Against
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Abstain
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Broker Non-Votes
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Heather Bresch*
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327,491,381
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29,020,499
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441,227
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41,843,425
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Hon. Robert J. Cindrich
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319,929,467
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36,405,352
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618,288
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41,843,425
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Robert J. Coury
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324,569,126
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31,458,648
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925,333
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41,843,425
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JoEllen Lyons Dillon
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318,895,045
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37,274,318
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783,744
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41,843,425
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Neil Dimick, C.P.A.
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320,353,133
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35,837,784
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762,190
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41,843,425
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Melina Higgins
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327,291,798
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28,868,952
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792,357
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41,843,425
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Harry A. Korman
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323,720,787
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32,436,222
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796,098
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41,843,425
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Rajiv Malik*
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327,177,095
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29,177,175
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598,837
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41,843,425
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Richard Mark, C.P.A.
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331,808,992
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24,400,899
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743,216
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41,843,425
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Mark W. Parrish
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319,848,547
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36,497,106
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607,454
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41,843,425
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Pauline van der Meer Mohr
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325,227,308
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30,964,135
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761,664
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41,843,425
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Randall L. (Pete) Vanderveen, Ph.D.
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322,607,454
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33,605,202
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740,451
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41,843,425
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Sjoerd S. Vollebregt
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322,338,577
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33,837,246
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777,284
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41,843,425
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*
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Refers to an executive director. All other directors listed above are
non-executive
directors.
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Consistent with established Dutch law and Mylans Articles of
Association, each director nominee was appointed by the general meeting.
Proposal No.
2
Approval, on an advisory basis,
of the compensation of the named executive officers of the Company:
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For
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Against
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Abstain
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Broker Non-Votes
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315,667,565
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40,612,339
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673,203
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41,843,425
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No.
3
Adoption of the Dutch annual accounts for fiscal year 2018:
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For
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Against
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Abstain
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Broker Non-Votes
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381,499,227
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14,498,215
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2,799,090
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No.
4
Ratification of the selection of Deloitte & Touche
LLP as the Companys independent registered public accounting firm for fiscal year 2019:
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For
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Against
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Abstain
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Broker
Non-Votes
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375,032,377
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22,219,494
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1,544,661
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No.
5
Instruction to Deloitte Accountants B.V. for the audit of the Companys Dutch statutory
annual accounts for fiscal year 2019:
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For
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Against
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Abstain
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Broker
Non-Votes
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374,409,027
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22,650,937
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1,736,568
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No.
6
Authorization of the Mylan Board to acquire shares in the capital of the Company:
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For
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Against
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Abstain
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Broker
Non-Votes
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380,682,515
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15,737,664
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2,376,353
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
Proposal No.
7
Delegation to the Mylan Board of the authority to issue ordinary shares and grant rights to
subscribe for ordinary shares in the capital of the Company and to exclude or restrict
pre-emptive
rights:
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For
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Against
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Abstain
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Broker
Non-Votes
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268,512,153
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128,251,038
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2,033,341
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0
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The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore
passed.
With respect to each proposal above, any abstentions, blank votes and invalid votes were counted for the purposes of determining the
presence of a quorum, but were not considered to be votes cast and therefore had no effect on the vote on any such proposal. Any broker
non-votes
with respect to any proposal were not treated as
shares present for purposes of determining the presence of a quorum with respect to such proposal and were not considered to be votes cast and therefore had no effect on the vote on such proposal.
Item 7.01
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Regulation FD Disclosure.
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As previously disclosed in the Companys proxy statement for the AGM (the Proxy Statement), Mylan received a proposed resolution from the UAW
Retiree Medical Benefits Trust (the UAW) relating to the Companys clawback policy (the Shareholder Proposal). Mylan appreciates the UAWs perspective and welcomed the opportunity to discuss the Shareholder Proposal
with shareholders, and so the Mylan Board decided to include the Shareholder Proposal for discussion at the AGM. Although the Shareholder Proposal was presented as a discussion item, the Company also decided to solicit shareholder views through the
proxy card as a contribution to the discussion at the AGM. As a result of this solicitation, a majority of the proxies received indicated support for the Shareholder Proposal. As set forth in the Proxy Statement, any proxies indicating
Abstain or deemed to express no view had no effect on determining the percentage of shareholders who supported the Shareholder Proposal. At the AGM, the Chairman of the Mylan Board confirmed that the Mylan Board will continue to consider
the views and perspectives expressed by shareholders on this topic.
The information in this Item 7.01 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.
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.
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MYLAN N.V.
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Date: June 21, 2019
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By:
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/s/ Kenneth S. Parks
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Kenneth S. Parks
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Chief Financial Officer
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