Item 5.07
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Submission of Matters to a Vote of Security Holders.
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(a) On June 22, 2017, Mylan N.V.
(Mylan or the Company) held its annual general meeting of shareholders (the Annual General Meeting) to (i) appoint two executive directors and nine
non-executive
directors, each for a term ending immediately after the next annual general meeting held after their appointment; (ii) adopt the Dutch annual accounts for fiscal year 2016; (iii) ratify the selection of Deloitte & Touche LLP as
the Companys independent registered public accounting firm for fiscal year 2017; (iv) instruct Deloitte Accountants B.V. for the audit of the Companys Dutch statutory annual accounts for fiscal year 2017; (v) approve, on an
advisory basis, the compensation of the named executive officers of the Company (the
Say-on-Pay
Vote); (vi) vote, on an advisory basis, on the frequency
of the
Say-on-Pay
Vote; and (vii) authorize Mylans Board of Directors (the Mylan Board) to acquire ordinary shares and preferred shares in the
capital of the Company.
As of the close of business on May 25, 2017, the record date for the Annual General Meeting (the Record Date),
there were issued and outstanding 536,001,148 ordinary shares of Mylan entitled to vote at the Annual General Meeting. 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 Annual General Meeting with respect to each proposal below, constituting a quorum for each such proposal.
(b) The certified results of the matters voted on at the Annual General Meeting are set forth below.
The Mylan Board respectfully acknowledges the votes of shareholders on the
Say-on-Pay
Vote, as well as in respect of the
re-election
of its board members. In response, the Mylan Board will engage in an
extensive program of shareholder outreach over the coming months in order to elicit and understand the perspectives of Mylans shareholders. This outreach will be the first stage of a careful review that the Mylan Board will undertake
going-forward in response to the vote.
Proposal No.
1
- Appointment of two executive directors and nine
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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282,557,651
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106,139,376
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1,660,886
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36,146,100
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Wendy Cameron
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171,073,063
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217,550,451
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1,734,399
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36,146,100
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Hon. Robert J. Cindrich
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274,586,621
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113,995,012
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1,776,280
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36,146,100
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Robert J. Coury
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257,199,884
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131,554,354
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1,603,675
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36,146,100
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JoEllen Lyons Dillon
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279,604,870
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108,870,295
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1,882,748
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36,146,100
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Neil Dimick, C.P.A.
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194,410,869
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194,156,889
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1,790,155
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36,146,100
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Melina Higgins
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290,994,171
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97,581,121
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1,782,621
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36,146,100
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Rajiv Malik*
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282,207,496
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106,377,629
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1,772,788
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36,146,100
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Mark W. Parrish
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201,829,889
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186,935,331
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1,592,693
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36,146,100
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Randall L. (Pete) Vanderveen, Ph.D., R.Ph.
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245,172,380
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143,506,213
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1,679,320
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36,146,100
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Sjoerd S. Vollebregt
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352,655,179
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35,887,209
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1,815,525
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36,146,100
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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
Adoption of the Dutch annual accounts for fiscal year 2016:
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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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399,539,689
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18,348,859
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8,011,017
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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.
3
Ratification of the selection of Deloitte & Touche LLP
as the Companys independent registered public accounting firm for fiscal year 2017:
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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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394,267,054
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23,978,885
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6,366,434
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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
Instruction to Deloitte Accountants B.V. for the audit of the Companys Dutch statutory
annual accounts for fiscal year 2017:
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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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394,989,549
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22,895,976
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6,726,848
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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
Approval, on an advisory basis, of the compensation of the named executive officers of the
Company (the
Say-on-Pay
Vote):
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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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64,101,392
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323,761,493
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2,495,028
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36,146,100
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The proposal did not receive the affirmative vote of a majority of the votes cast by shareholders entitled to vote and
therefore did not pass.
Proposal No.
6
Advisory vote on the frequency of the
Say-on-Pay
Vote:
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1 Year
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2 Years
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3 Years
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Abstain
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Broker
Non-Votes
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378,629,919
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3,241,815
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3,420,378
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5,065,801
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36,194,028
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1 year received the affirmative vote of a majority of the votes cast by shareholders entitled to vote.
Proposal No.
7
Authorization of the Mylan Board to acquire ordinary shares and preferred 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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401,192,288
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22,197,045
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3,114,680
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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.
(d) The Mylan Board has determined that the Company will continue to hold future Say-on-Pay Votes on an annual basis.