Current Report Filing (8-k)

Date : 06/21/2019 @ 10:02PM
Source : Edgar (US Regulatory)
Stock : Mylan NV (MYL)
Quote : 18.53  0.0 (0.00%) @ 9:08AM

Current Report Filing (8-k)

 

 

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)

 

 

 

The Netherlands   333-199861   98-1189497

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

Building 4, Trident Place, Mosquito Way, Hatfield,

Hertfordshire

  AL10 9UL
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s 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:

 

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2 (b))

 

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4 (c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Ordinary shares, nominal value €0.01   MYL   The NASDAQ Stock Market

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

Submission of Matters to a Vote of Security Holders.

(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 Company’s independent registered public accounting firm for fiscal year 2019; (v) instruct Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2019; (vi) authorize Mylan’s 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:

 

Nominee

   For      Against      Abstain      Broker Non-Votes  

Heather Bresch*

     327,491,381        29,020,499        441,227        41,843,425  

Hon. Robert J. Cindrich

     319,929,467        36,405,352        618,288        41,843,425  

Robert J. Coury

     324,569,126        31,458,648        925,333        41,843,425  

JoEllen Lyons Dillon

     318,895,045        37,274,318        783,744        41,843,425  

Neil Dimick, C.P.A.

     320,353,133        35,837,784        762,190        41,843,425  

Melina Higgins

     327,291,798        28,868,952        792,357        41,843,425  

Harry A. Korman

     323,720,787        32,436,222        796,098        41,843,425  

Rajiv Malik*

     327,177,095        29,177,175        598,837        41,843,425  

Richard Mark, C.P.A.

     331,808,992        24,400,899        743,216        41,843,425  

Mark W. Parrish

     319,848,547        36,497,106        607,454        41,843,425  

Pauline van der Meer Mohr

     325,227,308        30,964,135        761,664        41,843,425  

Randall L. (Pete) Vanderveen, Ph.D.

     322,607,454        33,605,202        740,451        41,843,425  

Sjoerd S. Vollebregt

     322,338,577        33,837,246        777,284        41,843,425  

 

*

Refers to an executive director. All other directors listed above are non-executive directors.

Consistent with established Dutch law and Mylan’s 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:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

315,667,565

  40,612,339   673,203   41,843,425

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:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

381,499,227

  14,498,215   2,799,090   0

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 Company’s independent registered public accounting firm for fiscal year 2019:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

375,032,377

  22,219,494   1,544,661   0

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 Company’s Dutch statutory annual accounts for fiscal year 2019:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

374,409,027

  22,650,937   1,736,568   0

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:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

380,682,515

  15,737,664   2,376,353   0

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:

 

For

 

Against

 

Abstain

 

Broker Non-Votes

268,512,153

  128,251,038   2,033,341   0

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

Regulation FD Disclosure.

As previously disclosed in the Company’s 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 Company’s clawback policy (the “Shareholder Proposal”). Mylan appreciates the UAW’s 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.

 

    MYLAN N.V.
Date: June 21, 2019     By:  

/s/ Kenneth S. Parks

      Kenneth S. Parks
      Chief Financial Officer

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