Viatris Inc

This management proposal asks shareholders to cast a non-binding advisory vote approving the 2025 compensation of Viatris’ named executive officers as disclosed in the proxy statement. Management seeks this advisory approval as part of the Company’s regular Say-on-Pay process to obtain shareholder input on executive pay and to demonstrate alignment between compensation design and Company performance. The 2025 program is heavily performance-weighted, with short-term incentives tied to Adjusted EBITDA, Free Cash Flow, Global Regulatory Submissions, and a personal goals component, and long-term incentives delivered primarily as performance-restricted stock units (PRSUs) with a three-year free cash flow metric and a relative TSR modifier against the S&P 500 Pharmaceutical Index. The Compensation Committee describes changes made for 2025 — including more rigorous Adjusted EBITDA maximum thresholds, reduced weighting for regulatory submissions, a strengthened share ownership policy that excludes unearned PRSUs from ownership counts, and the use of PRSUs with a TSR modifier — as responsive to prior shareholder feedback and intended to strengthen pay-for-performance alignment. The Board also highlights robust shareholder engagement in 2025 and prior high Say-on-Pay support (approximately 95% in 2025) as context for continuing the current compensation framework. Management’s case emphasizes that the program incentivizes long-term value creation while providing competitive pay to attract and retain leadership; the Board therefore recommends a FOR vote. From a governance perspective, the proposal is advisory, so while not binding the Board will consider the vote outcome when setting future compensation. Analysts evaluating the proposal should weigh the alignment of metrics and outcomes (e.g., realized PRSU payouts and Free Cash Flow performance), recent governance changes, and whether the disclosed pay outcomes reflect appropriate risk management and shareholder alignment given the Company’s strategic context.

This catch-all proposal reserves the right for the meeting to consider any additional matters properly presented at the annual meeting, including procedural motions, adjournments, or unforeseen proposals that were not specifically described in the proxy materials. It is customary and procedural in nature, allowing the Chair and shareholders to transact business that may arise up to the meeting date; consequently, the filing provides no specific board recommendation and no substantive proposal text beyond the single-line resolution. For investors and analysts, this item generally carries limited economic or governance impact because material, non-routine proposals are typically disclosed in advance; however, it can capture routine procedural actions (adjournments, nominations submitted at meeting in compliance with bylaws, ministerial motions) or shareholder motions that meet SEC and bylaw requirements. The absence of a recommendation reflects the open-ended nature of the item; voting behavior on this item typically follows board direction on substantive items or defaults to procedural norms. While rarely outcome-determinative, this item can matter if opportunistic or time-sensitive motions are introduced at the meeting; in such cases, shareholders should evaluate any specific supplemental disclosures or meeting materials provided in advance or at the meeting. From a governance standpoint, the presence of this item does not imply a substantive governance change, but shareholders should monitor any unexpected proposals presented under this heading for potential material implications.