SECURITIES AND EXCHANGE COMMISSION
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|Item 5.07.||Submission of Matters to a Vote of Security Holders.|
At the Annual Meeting of Stockholders held on May 22, 2023 (the “Meeting”), the stockholders of Innoviva, Inc. (“Innoviva”) elected six members to our board of directors, each for a one-year term expiring at the annual meeting of stockholders in 2024, as follows:
|Deborah L. Birx, M.D.||53,617,426||881,654||4,319,019|
|Mark DiPaolo, Esq.||54,180,081||318,999||4,319,019|
|Odysseas D. Kostas, M.D.||54,168,478||330,602||4,319,019|
|Sarah Schlesinger, M.D.||52,929,318||1,569,762||4,319,019|
|Sapna Srivastava, Ph.D.||32,608,554||21,890,526||4,319,019|
At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva’s executive compensation. The vote for such approval was 51,955,275 shares for, 2,512,795 shares against, 31,010 shares abstaining, and 4,319,019 shares of broker non-votes.
Also at the Meeting, our stockholders next approved one year as the frequency of non-binding advisory votes on Innoviva’s executive compensation. The vote for such approval was 51,448,996 shares for one year, 19,063 shares for two years, 2,986,237 shares for three years, 44,784 shares abstaining and 4,319,019 broker non-votes.
Also at the Meeting, our stockholders next ratified the selection by the Audit Committee of the Board of Directors of Innoviva of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023. The vote for such ratification was 58,801,428 shares for, 11,607 shares against, 5,064 shares abstaining and no broker non-votes.
Also at the Meeting, our stockholders next approved the Innoviva, Inc. 2023 Employee Stock Purchase Plan. The vote for such approval was 54,298,015 shares for, 130,716 shares against, 70,349 shares abstaining and 4,319,019 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: May 23, 2023||By:||/s/ Pavel Raifeld|
|Chief Executive Officer|