Form 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 29, 2018

 

 

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)

+44 (0) 1707 853 000

(Registrant’s telephone number, including area code)

 

 

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))

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 29, 2018, 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 ten 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 2017; (iv) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2018; (v) instruct Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2018; and (vi) authorize Mylan’s Board of Directors (the “Mylan Board”) to acquire shares in the capital of the Company.

As of the close of business on June 1, 2018, the record date for the Annual General Meeting (the “Record Date”), there were issued and outstanding 515,475,000 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.

Proposal No. 1 - Appointment of two executive directors and ten 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*

      365,107,890        21,779,754        804,101        28,655,655  

Hon. Robert J. Cindrich

      368,366,257        17,793,137        1,532,351        28,655,655  

Robert J. Coury

      362,076,710        24,692,070        922,965        28,655,655  

JoEllen Lyons Dillon

      291,943,819        89,539,585        6,208,341        28,655,655  

Neil Dimick, C.P.A.

      364,598,580        21,529,736        1,563,429        28,655,655  

Melina Higgins

      292,601,289        88,883,087        6,207,369        28,655,655  

Harry A. Korman

      370,542,240        15,611,349        1,538,156        28,655,655  

Rajiv Malik*

      359,752,786        26,403,366        1,535,593        28,655,655  

Mark W. Parrish

      354,760,182        31,400,746        1,530,817        28,655,655  

Pauline van der Meer Mohr

      374,200,306        11,969,742        1,521,697        28,655,655  

Randall L. (Pete) Vanderveen, Ph.D

      365,350,474        20,765,559        1,575,712        28,655,655  

Sjoerd S. Vollebregt

      367,412,579        18,715,301        1,563,865        28,655,655  

 

* 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

251,130,423    129,904,244    6,657,078    28,655,655

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 2017:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

399,963,436    12,447,723    3,936,241    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 2018:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

395,587,652    18,625,443    2,134,305    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 2018:

 

For

   

Against

   

Abstain

   

Broker Non-Votes

395,287,991    18,772,763    2,286,646    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

397,272,555    16,775,440    2,299,405    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.

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: July 5, 2018   By:   

/s/ Kenneth S. Parks

     Kenneth S. Parks
     Chief Financial Officer