DEF 14A

DEF 14A 1 d163117ddef14a.htm DEF 14A DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☐		Soliciting Material under §240.14a-12

VIATRIS INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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2021 PROXY STATEMENT Annual Meeting of Shareholders

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A Message from

The Executive Chairman of the Board

Dear Fellow Shareholders:

We are pleased to publish our first Proxy Statement since the formation of Viatris Inc., a company that we believe is uniquely positioned to provide broad access to high-quality, affordable medications around the world. And although we refer to Viatris as a new kind of healthcare company — which it is — in fact it represents the culmination of more than a decade of strategic vision and execution, rooted in our long-standing mission of patient access and a dedication to creating a one-of-a-kind global platform to serve that critical patient need while also providing a robust, sustainable investment proposition.

Viatris’ Total Shareholder Return Business Model and Unprecedented Global Platform

Starting with the strong foundation set by Mylan, which had grown to reach more than 165 countries representing greater than 95% of the world’s population, Viatris truly was built with a sense of purpose: a company with significant reach that fills critical global health voids, while doing both good and well.

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⁽¹⁾

Based on the population of countries reached.

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In August 2018, Mylan’s Board formed a Strategic Review Committee to begin exploring ways to further unlock the value of the global platform it had created over the previous decade based on a belief that the company remained significantly undervalued. Following extensive analysis and many discussions with Mylan’s shareholders, the Board decided to combine Mylan with Upjohn to form Viatris and return the combined company to its origin in the United States, creating a more shareholder-centric governance and business model, and transforming the enterprise into an even more robust and integrated global healthcare platform.

Our new business model focuses on total shareholder returns with a shareholder-friendly capital allocation plan — beginning with the announcement of an annualized inaugural dividend of $0.44 per share — while also positioning the company for multiple expansion.

Viatris is simply unique: we are confident that we have the talent, the global infrastructure, and the ingrained mission to reach a broad number of patients, regardless of geography or circumstance, while also creating a desirable investment opportunity for both current and future shareholders.

A Unique Mission of Access and Sustainability

The significant value of our unique global infrastructure has been placed in sharp focus as the COVID-19 pandemic spread throughout the world over the past 18 months, challenging healthcare systems and patient health at unprecedented levels. Never before in our lifetimes has it been clearer that access to high quality, affordable medications is a critical need for every healthcare system and individual around the world. We believe that Viatris is uniquely positioned to meet these essential global health needs — not just to respond to a global pandemic — but to address a growing global void by providing reliable, sustainable access to the broadest range of therapies.

We are proud of our journey and will continue with a steadfast commitment to responsible and sustainable operations and leveraging our collective expertise to empower people worldwide to live healthier at every stage of life, recognizing that our actions affect the stakeholders and communities we serve. Our sustainability priorities are not only aligned with our business objectives, but also are embedded throughout our organization. The Viatris Board and management team share a strong interest in our environmental, social and governance performance, and we are committed to continue driving these efforts forward.

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A Two Phase Strategy to Build Viatris for a Sustainable Long-Term Business Model

As we laid out at the inception of Viatris, our plan to create value is based on a detailed and disciplined two-phase roadmap, all while integrating two distinct businesses and capturing synergies across the combined enterprise. Phase 1 of our strategy, which commenced with the creation of Viatris and is expected to be completed by the end of 2023, is intended to set the company up for long-term sustainability, focusing on delevering our balance sheet and returning capital to shareholders. Phase 2 of our strategy, which is expected to begin upon the completion of Phase 1, will be focused on returning the company to growth.

Our key financial metric of generating optimal cash flows will support our strategic priorities — including further strengthening and maintaining our investment-grade profile, capturing synergies, and continuing to invest in our pipeline and other business development opportunities through our disciplined capital allocation plan.

Generation of cash flow will remain key to our long-term financial strength and delivering on our commitment to shareholders, as evidenced by the Board’s decision to make it one of the key metrics of management’s short- and long-term compensation. Viatris has demonstrated its ability to consistently generate substantial cash flows, and we anticipate cash flow generation to grow in the coming years as a result of our expectations for continued strong performance, a reduction in one-time costs, and continued improvements in cash flow conversion. Optimizing cash flow generation will continue to be our North Star.

Our Proven R&D Execution and Innovative Global Healthcare Gateway^®

We have a well-established track record of developing and commercializing several first-to-market complex products. Our receipt of an historic approval from the U.S. Food and Drug Administration in July for the industry’s first-ever interchangeable biosimilar product in the U.S., Semglee^® or insulin glargine-yfgn, is another recent notable example. We’re extremely proud once again of this scientific achievement and of the many that came before it that have helped broaden access to important medicines for patients, physicians, payers, and providers around the world.

We intend to continue directing our high-value and productive research and development into a more complex organic pipeline while leveraging our global platform, competencies, and expertise in various fields to fuel more partnerships through our Global Healthcare Gateway^® — which enables companies without local expertise or global platforms the ability to access more patients and markets worldwide than they could possibly reach on their own. The Global Healthcare Gateway^® will sit at the heart of Viatris, driven by the multitude of our core competencies, including research and development, manufacturing and quality, commercial, supply chain, regulatory, and legal expertise.

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Looking Towards the Future

We continue to lay the important building blocks for the company and are instilling robust internal processes and disciplines to manage and maximize the business. Now that we have established our new, truly global footprint — with the remaining internal building processes well underway in preparation for Phase 2 of our strategy — our capital allocation approach provides the potential to return even greater value to our investors.

Although we have accomplished much during Phase 1 of our roadmap, and while the Board and management finalize the plan for Phase 2 of our strategy — which we are excited for management to deliver in short order — the Board also will continue to focus on further unlocking shareholder value. This will include, but will not be limited to, potential share repurchases, exploring additional listings on other global exchange trading platforms, opportunistic business development, strategic transactions, and investing or divesting businesses or assets in one or more market — all while the Board and management continue to focus on maintaining our previously stated financial commitments and investment-grade rating.

In closing, as we look with confidence to the future of Viatris, we also want to recognize that the foundation of this great company was built over the years on the shoulders of thousands of incredibly talented and dedicated past and current employees around the world. We are humbled by their commitment, and thankful for all that they have done for patients around the world and for our shareholders. The talent of our global workforce, management team, and Board, and our expectations to maximize the value of Viatris’ extraordinary global platform for the benefit of shareholders, patients, and partners, are what give us such great confidence in the future of Viatris.

On behalf of our entire Board of Directors, we are proud to represent shareholder interests in this great company and look forward to meeting with you at the 2021 Annual Meeting of Shareholders.

Sincerely,

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Robert J. Coury

Executive Chairman of the Board

Viatris Inc.

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A Message from

Our Chief Executive Officer

Dear Fellow Viatris Shareholders,

I am pleased to report that we are off to a fantastic start and I could not be prouder of all that our colleagues around the world have accomplished. Our shared dedication to patients and shareholders drives us as we continue to integrate our operations, deliver on our financial commitments, and build a strong foundation for future growth.

Creating a New Kind of Healthcare Company

Since November 2020, Viatris’ new but seasoned management team has been leading the company’s integration efforts, restructuring the business and ensuring robust visibility and transparency in our financial reporting.

We are executing on our internal roadmap which focuses on enhancing our processes and systems to drive the discipline necessary to further maximize our one-of-a-kind global platform. A few of our key accomplishments to date—which have been achieved while also maintaining business continuity and customer service levels at or above historic peak levels—include:

•

United Upjohn and Mylan colleagues located in 59 markets globally;

•

Developed a robust exit strategy for the multitude of transition service agreements that were entered into with Pfizer in connection with the combination of Mylan and Pfizer’s Upjohn business;

•

Began to implement an integrated management reporting system and Enterprise Resource Planning (ERP) capabilities that will enable us to combine and enhance insights in support of our new business model.

We expect our ongoing efforts will lead to a Viatris that is lean, focused, and fit for the future with purpose-built research and development, medical and commercial capabilities for an increasingly differentiated product portfolio and the efficient support and expertise of enabling functions required of a truly global company.

Delivering on our Financial Commitments

We have defined a two-phased strategy to create value for shareholders. During Phase 1, which began November 16, 2020 and is expected to be completed at the end of 2023, we are committed to setting a strong foundation for long-term growth, strengthening our balance sheet and returning capital to shareholders. Our results in the first half of 2021 demonstrated our ability to deliver on and exceed expectations and highlighted the strength of our revenue and cash flow generation. During this same period, Viatris also:

•

Paid down $1.15 billion in debt and is well on track to achieve $6.5 billion in debt repayment by 2023;

•

Remained on track to achieve approximately $500 million of cost synergies in 2021 and at least $1 billion of cost synergies by 2023;

•

Initiated, declared and paid our inaugural quarterly dividend; and

•

Launched a companywide cash optimization program to sustainably improve our cash conversion ratio, which gives us confidence that we can continue to generate significant cash flows.

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In Phase 2 of our strategy, which is expected to begin in 2024, we anticipate a return to growth. Many of the key building blocks for this growth are already in place, and we expect to continue to solidify them throughout Phase 1. We look forward to discussing the elements of Phase 2 in the near future.

An Increasingly Innovative and Differentiated Pipeline

Our confidence in the future delivery of our pipeline is rooted in our strong historic development programs and remarkable list of firsts, including the recent approval of Semglee® (insulin glargine-yfgn), the first interchangeable biosimilar ever approved in the U.S., and the launch of the first biosimilar to Humira^® (adalimumab) in Japan. In addition, we are working on many programs including the potential to be first to market for our BOTOX® (onabotulinumtoxinA) and Eylea® (aflibercept) biosimilars.

While we will continue to diligently pursue important generics opportunities, we will increasingly focus on limited-competition complex and novel products targeting gaps in care and biosimilars, all with a first-to-market emphasis and serving our mission of patient access. It is no secret that both the biologics and the complex products categories are critical to patient health and growing at a rapid pace. The global biologics market was valued at $363 billion in 2021 and is expected to reach a value of approximately $750 billion by 2028¹. Similarly, the complex products market was valued at approximately $240 billion in 2021 and is anticipated to reach approximately $345 billion by 2026². As we launched Viatris, approximately 75% of the brand value of our pipeline was composed of complex products and biosimilars³. This robust pipeline is supported by our approximately 2,500 science and regulatory experts around the world. We believe that Viatris’ early vision and continued commitment has given us one of the deepest biosimilar and complex product pipelines in the industry and that we are well positioned to capitalize on these growth opportunities in the future.

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Reports and Data, Global Biologics Market: By Product Type, By Application, By End-Use, Regional Outlook and Segment Forecasts 2018, 2028, October 22, 2021.

Based on estimates of the Company and its consultants as of October 25, 2021.

IQVIA Multination Integrated Data Analysis Service and Regulatory Insights Moving Annual Total ending 9/20

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Our Global Healthcare Gateway® Built to Fuel Growth and Partnerships

The Global Healthcare Gateway^® is open for business. We are actively engaging with potential partners to help them accelerate possibilities of using their own healthcare assets to reach more patients by leveraging our unique global platform—our R&D, supply chain, manufacturing, regulatory, commercial and legal expertise. Although the global platforms and infrastructure supporting our innovative Global Healthcare Gateway^® are not entirely new, what is new is how we expect to enhance our disciplined capital allocation approach to business development, and our organic and inorganic R&D investments through a focused governance structure to ensure the highest level of strategic decision-making. Our acquisition of Aspen’s thrombosis business in Europe is just one example of the value-creation opportunities presented by the Global Healthcare Gateway^®. Due to the strategic fit with our European hospital business, we are well on our way to drive top line synergies and change the trajectory to stabilize a historically declining business.

Our Commitment to Corporate Social Responsibility (CSR)


At Viatris, our commitment to CSR is deeply embedded in our mission and operating model. As evidenced in our inaugural Global Sustainability Report, we continue to expand access for patients worldwide across a wide range of therapeutic areas. As one of many examples, Viatris leveraged its global platform to expand access in India and other low- and middle-income countries to the life-saving drug Remdesivir during the global COVID-19 pandemic. Most recently, Viatris was recognized as a top 5 company on the prestigious Fortune® Change the World List. This recognition is a testament to the hard work and dedication of our colleagues to stem the tide of HIV/AIDS over the course of more than ten years.

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Our People, Our Culture

Our approximately 38,000 diverse colleagues are fueled by a shared passion, purpose, and genuine care for the patients we serve, and see healthcare not as it is, but as it should be.

To us, that means empowering patients worldwide to live healthier at every stage of life. It also means empowering our colleagues to be the best they can be every day. This is our mindset as we build our performance-driven, highly engaging and inclusive culture: “The Viatris Way”. Since Day 1, we have had several accomplishments that lay the foundation for the kind of company we want to be, including:

• Establishing four inaugural Employee Resource Groups (ERGs): Blacks, Women, LGBTQ+ and Working Parents. We believe that it is only through the diverse experiences and perspectives of all our colleagues that we can elicit the best ideas, drive innovation, and achieve business results; and

• Being recognized on the Forbes® 2021 World’s Best Employers list.

Shareholder Engagement

As we continue our journey to shape the Viatris of the future and deliver on our financial commitments, we will continue to look for more ways to unlock value, and we are committed to open and frequent communication with shareholders as we pursue this goal. Since the inception of Viatris, management has held more than 230 meetings with current and potential shareholders, and we look forward to continuing the dialogue.

Thank you for your continued support of the work we do every day.

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Notice of 2021 Annual Meeting

of Shareholders

Date and Time

Friday, December 10, 2021

11:00 a.m., Eastern Time

Location

Hilton Naples, 5111 Tamiami Trail North, Naples, Florida 34013

Dear Viatris Shareholders:

You are cordially invited to attend the 2021 Annual Meeting of Shareholders (the “2021 Annual Meeting”) of Viatris Inc. (“Viatris” or the “Company”). The meeting will be held on Friday, December 10, 2021 at 11:00 a.m. Eastern Time at the Hilton Naples, 5111 Tamiami Trail North, Naples, Florida 34013. At the meeting, holders of Viatris’ issued and outstanding common stock as of the close of business on October 21, 2021 (the “Record Date”) will be asked to consider and act upon the following items of business, which are more fully described in this Proxy Statement.

Items of Business



	Page

1. To elect four Class I directors to hold office until the 2023 annual meeting.		10

2. To approve, on a non-binding advisory basis, the 2020 compensation of the named executive officers of the Company (the “Say-on-Pay vote”).		35

3. To conduct a non-binding advisory vote on the frequency of the Say-on-Pay vote.		66

4. To ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021.		67

5. To transact any other business that properly comes before the meeting and any adjournments or postponements of the meeting.

Only shareholders of record as of the Record Date are entitled to receive notice of, participate in and to vote at the 2021 Annual Meeting and any postponements or adjournments thereof.

On or about October 29, 2021, we mailed to Viatris shareholders as of the Record Date a Notice of Internet Availability of Proxy Materials (“Internet Notice”), which includes instructions on how to access our 2021 Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020 (“Form 10-K”) on the Internet, and how to cast your vote. See ”Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials?” on page A-1 for more information. If you received your proxy materials for the 2021 Annual Meeting by mail, the Proxy Statement, the Form 10-K and proxy card were enclosed.



		Please know that your vote is very important, and you are encouraged to vote promptly. Please carefully review the proxy materials for the 2021 Annual Meeting and follow the instructions below to cast your vote on all of the voting matters. Whether or not you expect to attend the 2021 Annual Meeting, we urge you to read the proxy statement and vote your shares as soon as possible using any of the following methods.
		Voting Information
		How to Vote Please vote using one of the following advance voting methods. In all cases, you should have your Internet Notice, or if you requested to receive printed proxy materials, your proxy card or voting instruction form, in hand and follow the instructions.
		Shareholders of Record
		(shares registered on the books of the Company via American Stock Transfer)

				Via Internet Visit https://www.proxyvotenow.com/vtrs

				By phone Call 1-855-429-7917 or the telephone number on your proxy card

				By mail Sign, date and return your proxy card

		Beneficial Owners
		(shares held through your bank or brokerage account)

				Via Internet Visit www.proxyvote.com

				By phone Call 1-800-454-8683 or the telephone number on your voting instruction form

				By mail Sign, date and return your voting instruction form

		All shareholders of record may vote in person at the 2021 Annual Meeting. Beneficial owners may vote in person at the 2021 Annual Meeting if they have a legal proxy, and follow the instructions described in the response to the question titled “How do I vote if I am a beneficial owner of shares of Viatris common stock and hold them in street name?” on page A-4.

Important Meeting Information

The 2021 Annual Meeting is currently scheduled to be held in person. Due to continued and evolving regulations regarding travel, gatherings, and other restrictions relating to COVID-19 public health concerns, the Company’s directors and officers may be required to participate remotely or the Company may decide to hold the meeting in a different location or virtually. The Company also must impose additional requirements on meeting attendees to protect attendees’ health and safety and may need to impose additional limitations dependent upon local requirements. Attendees will be required to provide the results of a negative COVID-19 test (viral or antigen) taken within the prior 72 hours or may alternatively provide proof of vaccination in order to enter the meeting. In addition, attendees must observe social distancing requirements. We will announce any relevant updates via press release and on our website at investor.viatris.com, and we encourage you to check our website prior to the meeting if you plan to attend.

If you plan to attend the 2021 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 2021 Annual Meeting?” on page A-2 for information about the location, format and how to register to attend the meeting.

For important information concerning the 2021 Annual Meeting, voting and other matters, please refer to Appendix A – Questions and Answers, beginning on page A-1.

By Order of the Viatris Inc. Board of Directors,

Burt Park

Chief Governance Counsel and Corporate Secretary

October 29, 2021

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 2021 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2021.

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 2020

are available at www.proxydocs.com/VTRSV. Information on our website is

not considered part of this Proxy Statement.

Table of Contents


A Message from the Executive Chairman of the Board

A Message from Our Chief Executive Officer

Notice of 2021 Annual Meeting of Shareholders

The Breadth and Potential of the Viatris Business Model			1

Company Snapshot			1

Our Shareholder-Centric Business Model			3

Our Commitment to Good Corporate Governance			4

Looking Forward			7

Viatris’ Board of Directors			8

Item 1 – Election of Directors			10

How Our Board Governs and Is Governed			18

Setting and Overseeing Strategy			23

Risk Oversight			23

SEC Form DEF 14A filed by Viatris Inc.