telephone or over the Internet as instructed by your broker, bank, or other agent. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.
Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
How many votes do I have?
On each matter to be voted upon, you have one vote for each common share you owned as of the close of business on Friday, July 23, 2021.
What happens if I do not vote?
Shareholder of Record: Common Shares Registered in Your Name
If you are a shareholder of record and do not vote in person during the Annual Meeting, do not complete and deliver a proxy card or vote by proxy over the Internet or telephone, your shares will not be voted.
Beneficial Owner: Common Shares Registered in the Name of Broker, Bank, or Agent
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested) and certain corporate governance proposals (even if management-supported). The election of directors and the advisory vote on executive compensation are not considered to be routine matters. Accordingly, your broker, bank or other agent may not vote your shares on Proposals 1 and 3 without your instructions, but we believe may vote your shares on Proposal 2, even in the absence of your instructions.
What if I am a holder of record and return a proxy card or otherwise vote, but do not make specific choices?
If you are a holder of record and return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:
1.
| “For” the election of all six nominees for director in accordance with their best judgment.How do I vote?
For Proposal 1, you may vote “For” all seven1; and
|
2.
| “For” Proposal 2, the ratification of the nominees toselection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2022, the appointment of Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2022, and the authorization for the Board, you may vote “Against”through the Audit Committee, to set the remuneration for any nominee you specify or you may abstain from voting. For Proposals 2Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2022; and |
3.
| “For” Proposal 3, you may vote “For” or “Against” or abstain from voting. The procedures for voting are described below.Shareholder of Record: Common Shares Registered in Your Name
If you are a shareholder of record, you may vote virtually at the Annual Meeting, vote by proxy over the Internet or by telephone, or vote by proxy by using a proxy card that you may request or that we may elect to deliver to you at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting even if you have already voted by proxy.
To vote by attending and voting at the virtual Annual Meeting, access the meeting prior to the start time (online check-in will begin at 4:45 p.m. United Kingdom local time and you should allow sufficient time for the check-in procedures) at www.virtualshareholdermeeting.com/MYOV2020, where shareholders may vote and submit questions before and during the Annual Meeting (have your Notice or proxy card in hand when you visit the website).
TABLE OF CONTENTS
To vote using a proxy card, which you may request or we may elect to deliver to you, simply complete, sign and date the proxy card and return it promptly in the envelope provided with the proxy card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you vote over the Internet or telephone, you are not required to mail a proxy card.
To vote over the telephone, dial toll-free 1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the vote control number from the Notice. Have your Notice in hand when you call and follow the instructions. Your vote must be received by 11:59 p.m. Eastern Time on September 13, 2020, to be counted.
To vote over the Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the vote control number from the Notice. Have your Notice in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Your vote must be received by 11:59 p.m. Eastern Time on September 13, 2020, to be counted.
Beneficial Owner: Common Shares Registered in the Name of Broker, Bank, or Agent
If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instructions from that organization rather than from Myovant. Simply follow the voting instructions in the Notice to ensure that your vote is counted. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form. You may also attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020.
Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.
How many votes do I have?
On each matter to be voted upon, you have one vote for each common share you owned as of the close of business on Monday, July 20, 2020.
What happens if I do not vote?
Shareholder of Record: Common Shares Registered in Your Name
If you are a shareholder of record and do not vote virtually during the live webcast of the Annual Meeting, do not complete and deliver a proxy card or vote over the Internet or telephone, your shares will not be voted.
Beneficial Owner: Common Shares Registered in the Name of Broker, Bank, or Agent
If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange (the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to “non-routine” matters. Under the rules and interpretations of the NYSE, “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested) and certain corporate governance proposals (even if management-supported). The election of directors and the advisory vote onapproving the compensation of our named executive compensation are not considered to be routine matters. Accordingly, your broker, bank or other agent may not vote your shares on Proposals 1 and 3 without your instructions, but we believe may vote your shares on Proposal 2, evenofficers, as described in the absence of your instructions.
What if I return a proxy card or otherwise vote, but do not make specific choices?
If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:
1.
| “For” Proposal 1, the election of all seven nominees for director; andthis Proxy Statement. |
If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment. Who is paying for this proxy solicitation? We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners. TABLE OF CONTENTS 2.
| “For” Proposal 2, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2021, the appointment of Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and the authorization for the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021; and |
3.
| “For” Proposal 3, an advisory vote approving the compensation of our named executive officers, as described in this Proxy Statement. |
If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.
Who is paying for this proxy solicitation?
We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.
What does it mean if I receive more than one Notice?What does it mean if I receive more than one Notice or set of Proxy Materials? If you receive more than one Notice or set of proxy materials, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on each Notice to ensure that all of your shares are voted. Can I revoke my proxy or change my vote after submitting my proxy? Shareholder of Record: Common Shares Registered in Your Name Yes. You can revoke your proxy or change your vote at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy or change your vote in any one of the following ways: 1.
| You may submit another properly completed proxy card with a later date. |
2.
| You may grant a subsequent proxy by telephone or over the Internet. |
3.
| You may send a timely written notice that you are revoking your proxy to Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. |
4.
| You may attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy. |
Your most current proxy card, or vote over the Internet or telephone, is the one that is counted.
Beneficial Owner: Common Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank. You may also attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020.
When are shareholder proposals and director nominations due for next year’s Annual General Meeting of Shareholders?
To be considered for inclusion in our proxy materials for next year’s annual general meeting of shareholders, your proposal must be submitted in writing by March 26, 2021, to our Corporate Secretary at Myovant Sciences Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.
|
4.
| You may attend the Annual Meeting and vote in person. Simply attending the Annual Meeting will not, by itself, revoke your proxy. |
If you do not vote at the Annual Meeting, your most current proxy card, or vote by proxy over the Internet or telephone, unless revoked, is the one that is counted.
Beneficial Owner: Common Shares Registered in the Name of Broker or Bank
If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.
When are shareholder proposals and director nominations due for next year’s Annual General Meeting of Shareholders?
To be considered for inclusion in our proxy materials for next year’s annual general meeting of shareholders, your proposal must be submitted in writing by March 30, 2022, to our Corporate Secretary at Myovant Sciences Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Any member submitting a shareholder proposal to be included in our proxy statement must comply with the provisions of SEC rule 14a-8. A member need not be an “Eligible Member” (as defined below) to submit a shareholder proposal to be included in our proxy statement.
If you wish to nominate an individual for election, or bring business other than through a shareholder proposal, before the next year’s annual general meeting of shareholders that is not to be included in next year’s proxy materials pursuant to the shareholder proposal procedures under the rules and regulations of the SEC, you must deliver your notice to our Corporate Secretary at the address mentioned above no earlier than July 8, 2022, and no later than August 7, 2022; provided that if the date of the annual general meeting of shareholders is earlier than October 6, 2022, or later than December 5, 2022, you must submit your proposal to the address mentioned above not later than ten days following the earlier of the date on which notice of the annual general meeting was posted to our shareholders or the date on which public disclosure of the date of the annual general meeting was made. In any of the scenarios mentioned in this paragraph, you must be an Eligible Member (as described below and in the Bye-laws) to submit a proposal, and the notice to the Corporate Secretary must set forth the information specified in the Bye-laws. For more information, and for the detailed requirements and definitions, please refer to the Bye-laws filed as Exhibit 3.3 to our Annual Report on Form 10-K for our year ended on March 31, 2021, filed with the SEC on May 11, 2021. An “Eligible Member” is generally defined to mean a shareholder of record that, together with our shares of held by our affiliates (as described in the Bye-laws), owns of record shares that constitute five percent (5%) or more of the voting power of all issued shares of Myovant that are eligible to vote at a general meeting and who has held such shares for at least three years.
How are votes counted?
Votes will be counted in the first instance on a show of hands. If a poll is demanded, however, in accordance with the Bye-laws, a poll vote will be taken by ballot. With respect to Proposals 1 and 3, votes