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Washington, DC 20549









Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 24, 2020





(Exact Name of Registrant as Specified in its Charter)




Delaware 000-30319 94-3265960
(State or Other Jurisdiction of Incorporation) (Commission  File Number) (I.R.S. Employer Identification Number)


1350 Old Bayshore Highway,
Suite 400

Burlingame , California 94010

( 650 ) 238-9600

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)



(Former name or former address, if changed since last report)




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 (see General Instruction A.2. below):


¨ 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 INVA The NASDAQ Global Select 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.


At the Annual Meeting of Stockholders held on April 24, 2020 (the “Meeting”), our stockholders elected five members to our board of directors, each for a one-year term expiring at the annual meeting of stockholders in 2021, as follows:


Members   Number of
Shares Voted
  Number of
Shares Voted
Against or
George W. Bickerstaff, III   56,694,320   32,618,767   4,720,442  
Mark DiPaolo, Esq.   56,166,516   33,146,571   4,720,442  
Jules Haimovitz   56,472,230   32,840,857   4,720,442  
Odysseas D. Kostas, M.D.   56,304,404   33,008,683   4,720,442  
Sarah Schlesinger, M.D.   55,808,366   33,504,721   4,720,442  


At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s 2019 executive compensation. The vote for such approval was 54,326,646 shares for, 34,922,378 shares against, 64,063 shares abstaining, and 4,720,442 shares of broker non-votes.


Also at the Meeting, our stockholders ratified the appointment of Grant Thornton LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The vote for such ratification was 93,803,143 shares for, 187,350 shares against, 43,036 shares abstaining and no broker non-votes.







Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: April 28, 2020   By:     /s/ Geoffrey Hulme
    Geoffrey Hulme
    Interim Principal Executive Officer