Innoviva Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect five director nominees (Mark A. DiPaolo, Jules Haimovitz, Sarah J. Schlesinger, M.D., Derek A. Small, and Pavel Raifeld) to serve until the 2027 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve compensation of named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and related tables.

3. 3

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the appointment of Deloitte & Touche LLP as Innoviva’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

4. 4

   Approval of the 2026 Equity Incentive Plan

   ManagementBoard: FOR

   Approve and adopt the Innoviva, Inc. 2026 Equity Incentive Plan, reserving 9,000,000 shares for issuance, including contingently approved awards to executives and others subject to stockholder approval.

   More detail

   The 2026 Equity Incentive Plan asks shareholders to approve a new equity plan reserving 9,000,000 shares (≈10% of fully diluted stock) to replace the 2012 Plan and to authorize contingent grants previously approved by the Compensation Committee: 875,077 options and 508,676 RSUs to executives and other employees, including specific allocations to CEO Pavel Raifeld (312,500 options; 126,646 RSUs), CFO Stephen Basso (93,750 options; 37,994 RSUs) and CAO Marianne Zhen (31,500 options; 12,766 RSUs). Management seeks approval to ensure the company can continue to attract and retain talent, align employees’ interests with shareholders, and support anticipated grant activity through roughly 2031; the board contends the share reserve was sized with input from an independent compensation consultant and that the plan includes stockholder-friendly features (no repricing without approval, fungible share counting, limits on director awards, clawback policy, no automatic grants or tax gross-ups). If not approved, contingent awards will not be granted and the company will continue to grant under the existing 2012 Plan, which the board says would impair retention and recruitment. The plan contains standard governance protections, a 1.45:1 fungible count for full-value awards, a 10-year option term limit (with blackout-period extension), and double-trigger protections on assumed awards; the board recommends a FOR vote citing competitiveness, retention, and alignment rationales. The Compensation Committee approved contingent awards to be granted immediately after shareholder approval; those awards and the proposed reserve represent a meaningful near-term dilution (9,000,000 shares ≈10% of fully diluted shares) but appear sized based on historical burn-rate and an independent consultant’s benchmarking; approval requires a majority of votes cast.

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When is the Innoviva Inc 2026 annual meeting?

Innoviva Inc (INVA) holds its 2026 annual shareholder meeting on Monday, May 4, 2026.

What is the record date for the Innoviva Inc 2026 meeting?

The record date for the Innoviva Inc 2026 meeting is Monday, March 9, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Innoviva Inc's 2026 meeting?

The board is presenting 5 director nominees at the Innoviva Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Innoviva Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Innoviva Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.