Form 8-K - Current report

VIATRIS INC.

Date: October 20, 2023

/s/ Sanjeev Narula

Sanjeev Narula

Chief Financial Officer

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): October 20, 2023

VIATRIS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-39695

83-4364296

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

1000 Mylan Boulevard, Canonsburg, Pennsylvania, 15317

(Address of Principal Executive Offices)

Registrant’s telephone number, including area code: (724) 514-1800

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
Common Stock, par value $0.01 per share	VTRS	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 5.02

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 20, 2023, Rajiv Malik, President, informed Viatris Inc. (the “Company”) of his intention to retire from his executive role with the Company effective as of April 1, 2024. To support the transition of Mr. Malik’s substantial operating responsibilities given his significant tenure with the Company and primary responsibility for operation of the Company’s complex manufacturing and commercial platform for over 15 years, and to assist and support the Company’s new Chief Executive Officer, the Company requested and Mr. Malik agreed to consult with the Company on all operational matters. Mr. Malik has also agreed to remain a member of the Board of Directors. Mr. Malik’s currently outstanding equity awards will continue vesting during his service (or earlier upon certain qualifying terminations of Board or consulting service). Mr. Malik was not granted any additional awards or other compensation for his consulting services.

On October 20, 2023, the Company informed Anthony Mauro, President, Developed Markets, that he will depart from the Company effective as of April 1, 2024 as a result of an elimination of his position in connection with a realignment of the Company’s commercial function. Mr. Mauro will be eligible to receive severance benefits equal to two times his base salary and target bonus, subject to a release of claims and other customary conditions. Unvested equity awards that Mr. Mauro holds as of his separation will be forfeited, unless otherwise provided in the applicable award agreements.

Item 7.01

Regulation FD Disclosure.

On October 20, 2023, the Company issued a press release announcing Mr. Malik’s retirement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information in this Item 7.01 (including Exhibit 99.1) 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.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.


Exhibit No.		Description

99.1		Press release, dated October 20, 2023.

104		Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

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.

Exhibit 99.1

LOGO

Rajiv Malik to retire as President of Viatris effective April 1, 2024

Pittsburgh – Oct. 20, 2023 – Viatris Inc. (NASDAQ: VTRS), a global healthcare company, announced today that its President, Rajiv Malik, will be retiring as an executive of the Company effective April 1, 2024.

Malik is a nearly 40-year pharmaceutical industry veteran who has been responsible for the day-to-day operations of Viatris since its inception, overseeing the Company’s commercial business units, the Commercial Development, Medical, Information Technology and Quality functions, as well as Research & Development and Operations. His strategic vision and leadership played a key role in successfully integrating Viatris’ legacy companies, Mylan and Upjohn, formerly a division of Pfizer Inc.

With a unique leadership profile that combines his scientific, operational and commercial expertise, as well as his strong financial acumen, Malik has been a powerful asset for the Company. Prior to Viatris, Malik served as president of Mylan, which he first joined in 2007 following the Company acquiring a controlling stake in Matrix Laboratories Limited, where he served as chief executive officer from 2005 to 2008.

Malik will continue to serve on the Viatris Board of Directors.

Robert J. Coury, Executive Chairman of Viatris, said, “There are not enough words to express how much Rajiv Malik as both a partner and a leader has meant to me, first at Mylan and now Viatris. He is the rarest of individuals who possesses a truly unique skillset. We could not have reached all of our successes to date without him. Most especially, I have appreciated the impact he has made on all of the employees of the Company and how much he deeply cares for them. With my impending transition from the Viatris board of directors in December, I am pleased that Rajiv has agreed to remain on the board to ensure the continuity of his experience and insight on the overall operations of the Company. On behalf of myself and my fellow members of the Board of Directors, I sincerely cannot thank him enough for his leadership and dedication over these past 16 years, and the Board looks forward to his continued service.”

Scott A. Smith, CEO of Viatris, said, “It has been a true privilege to get to know and to work alongside Rajiv during this past year. His knowledge of the industry and overall command and understanding of all aspects of our business are truly extraordinary. He has the deep respect of every member of the Viatris team, and I could not have asked for a better partner during my onboarding at the Company. I am also tremendously grateful that as we continue on our path to execute on Phase 2 of our strategic plan in 2024, his immense skillset and experience will remain accessible to me as I continue to build my leadership team for the future.”

Speaking about his retirement, Rajiv Malik said, “My time as President of Mylan and now Viatris has truly been nothing less than extraordinary as we worked to build a global healthcare powerhouse with unmatched scale and patient impact. This journey was led in large part by Robert J. Coury, who I want to personally thank for his constant mentoring, support and leadership. Robert’s incredible vision, passion and unwavering dedication consistently brings out the best in all of us.

Malik continued, “Most especially, I would like to thank the many leaders, team members and the thousands of employees both past and present at Mylan and Viatris whom I have had the honor to serve with. I am profoundly aware that I would be nothing without having had the benefit of their amazing talents and extraordinary dedication. They are and will always be the true heart and backbone of this organization. Whether through our achievement of multiple first product approvals, fighting to overcome barriers to patient access around the globe, or literally changing the world through our unprecedented HIV/AIDS commitment, I could not be prouder of all that we have accomplished together. With that said, I am pleased to remain available to Scott as he continues to build out his operational structure and also look forward to continuing to support the long-term success of the Company as a member of the board.”

About Viatris

Viatris Inc. (NASDAQ: VTRS) is a global healthcare company uniquely positioned to bridge the traditional divide between generics and brands, combining the best of both to more holistically address healthcare needs globally. With a mission to empower people worldwide to live healthier at every stage of life, we provide access at scale. In 2022 alone, we supplied high-quality medicines to approximately 1 billion patients around the world. With our exceptionally extensive and diverse portfolio of medicines, a one-of-a-kind global supply chain designed to reach more people when and where they need them, and the scientific expertise to address some of the world’s most enduring health challenges, access takes on deep meaning at Viatris. We have the ability to touch all of life’s moments, from birth to end of life, acute conditions to chronic diseases. We are headquartered in the U.S., with global centers in Pittsburgh, Shanghai and Hyderabad, India. Learn more at viatris.com and investor.viatris.com, and connect with us on Twitter, LinkedIn, Instagram and YouTube.

Contacts:


MEDIA		INVESTORS
+1.724.514.1968		+1.412.707.2866
Communications@viatris.com		InvestorRelations@viatris.com

Jennifer Mauer		Bill Szablewski
Jennifer.Mauer@viatris.com		William.Szablewski@viatris.com

Matt Klein

Matthew.Klein@viatris.com

# # #

Document and Entity Information	Oct. 20, 2023
Cover [Abstract]
Entity Registrant Name	Viatris Inc
Amendment Flag	false
Entity Central Index Key	0001792044
Document Type	8-K
Document Period End Date	Oct. 20, 2023
Entity Incorporation State Country Code	DE
Entity File Number	001-39695
Entity Tax Identification Number	83-4364296
Entity Address, Address Line One	1000 Mylan Boulevard
Entity Address, City or Town	Canonsburg
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15317
City Area Code	(724)
Local Phone Number	514-1800
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01 per share
Trading Symbol	VTRS
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false