Viatris Inc
13 nominees · 4 ballot items.
Shareholders will vote to elect 13 directors, approve on an advisory basis the 2025 compensation of the named executive officers, ratify Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2026, and consider any other business properly brought before the meeting.
Follow how the vote landed and what changed on Viatris Inc’s board — director track records, governance grades, and ongoing monitoring — on the Boardroom Alpha platform.
On the ballot4
- 1
Election of 13 Director Nominees
ManagementBoard: FORElect 13 director nominees, each to hold office until the 2027 annual meeting of shareholders.
- 2
Advisory Vote to Approve the 2025 Compensation of the Named Executive Officers (Say-on-Pay
ManagementBoard: FORNon-binding, advisory vote to approve the 2025 compensation of the Company’s named executive officers as disclosed in the proxy statement.
More detail
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.
- 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, 2026
ManagementBoard: FORRatify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 4
Other Business
ManagementConsider and act upon such other business as may properly come before the meeting and any postponement or adjournment thereof.
More detail
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.
Nominees on the ballot13
Top institutional holders10
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | DAVIS SELECTED ADVISERS | 6.7% | 78,211,191 | $1.1B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.4% | 74,716,631 | $1.0B |
| 3 | PRICE T ROWE ASSOCIATES INC /MD/ | 5.5% | 64,134,134 | $866M |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.6% | 53,911,237 | $728M |
| 5 | STATE STREET CORP | 4.5% | 52,233,699 | $706M |
| 6 | BlackRock, Inc. | 3.2% | 37,173,067 | $502M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.0% | 35,257,432 | $476M |
| 8 | Rubric Capital Management LP | 2.9% | 33,500,000 | $453M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 28,087,981 | $379M |
| 10 | BlackRock, Inc. | 2.1% | 24,665,335 | $333M |
Other Healthcare sector meetings6
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Frequently asked questions
- When is the Viatris Inc 2026 annual meeting?
- Viatris Inc (VTRS) holds its 2026 annual shareholder meeting on Friday, May 15, 2026.
- What is the record date for the Viatris Inc 2026 meeting?
- The record date for the Viatris Inc 2026 meeting is Friday, March 20, 2026. Shareholders of record on or before that date are eligible to vote.
- Who are the director nominees for Viatris Inc's 2026 meeting?
- The board is presenting 13 director nominees at the Viatris Inc 2026 meeting, listed with their independence status and background.
- What proposals will shareholders vote on at the Viatris Inc 2026 meeting?
- Shareholders will vote on 4 proposals at the Viatris Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.
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