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Viatris Inc. (NASDAQ:VTRS), a prominent pharmaceutical company with a market capitalization of $12.1 billion and a "GOOD" financial health rating according to InvestingPro, announced Friday that its board of directors approved amended and restated bylaws, effective the same day, according to a statement based on a recent SEC filing.
The updated bylaws amend Section 2.16(b) to clarify the timing requirements for proxy access nominations if the annual meeting date is more than 30 days before or more than 60 days after the anniversary of the prior year’s meeting. The company attached the full text of the amended bylaws as an exhibit to the filing.
Viatris also said it will hold its 2026 annual meeting of shareholders on May 15, 2026. The specific time and location will be detailed in the company’s 2026 proxy statement.
The amended bylaws include advance notice procedures for shareholders wishing to nominate director candidates or bring other business before the annual meeting outside of the company’s proxy statement. For the 2026 annual meeting, such notices must be delivered to the corporate secretary at the company’s principal executive offices between the close of business on January 15, 2026, and February 14, 2026, and must comply with the requirements outlined in the bylaws.
Shareholders seeking to use the company’s proxy access bylaw to nominate directors for inclusion in the company’s proxy statement must have owned at least 3% of the voting power of outstanding shares continuously for at least three years. For the 2026 meeting, proxy access nominations must be delivered or received between December 16, 2025, and January 15, 2026.
Proposals submitted under Rule 14a-8 of the Securities Exchange Act of 1934 must be received by the company no later than November 24, 2025, to be considered for inclusion in the 2026 proxy statement.
Shareholders intending to solicit proxies in support of director nominees other than the company’s nominees must submit the required notice under Rule 14a-19 of the Exchange Act by March 16, 2026.
This information is based on a press release statement contained in a recent SEC filing.
In other recent news, Viatris Inc. reported its second-quarter earnings for 2025, surpassing analyst expectations with an earnings per share of $0.62, compared to the forecasted $0.55. The company also exceeded revenue forecasts, reporting $3.57 billion against an expected $3.47 billion. Additionally, the U.S. Food and Drug Administration approved Viatris’ Iron Sucrose Injection, USP, marking the first generic version of Venofer Injection. This intravenous iron replacement product is intended for patients with iron deficiency anemia and will be available in three different strengths.
In a strategic move, Viatris appointed Andrew Enrietti as Chief Administrative and Transformation Officer, a newly created role aimed at centralizing leadership for the company’s digital and structural transformation initiatives. Truist Securities initiated coverage on Viatris with a Buy rating and set a price target of $15.00, citing the company’s "affirmative change" under its refreshed leadership team. These developments highlight Viatris’ ongoing efforts to strengthen its market position and enhance its operational capabilities.
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