UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

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VIATRIS INC.

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2021 PROXY STATEMENT2022 Proxy Statement Annual Meeting of Shareholders

A Message from

The Executive Chairman of the Board

Dear Fellow Shareholders:

We are pleased to publish our first Proxy Statement since the formationAs Executive Chairman of Viatris, Inc.,I am privileged to lead a Board of Directors that continues to relentlessly pursue our strategy of positioning our company for sustainability and growth for many years to come. From the very onset of the creation of Viatris in 2020, we laid out a clear two-phased strategic vision to build a company that we believe is uniquely positioned to provide broad access to high-quality, affordable medicationstrusted medicines 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.

Our foundation is extremely strong. Our business continues to generate strong cash flows, which has been our North Star 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^®

strength. 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 intotruly become a more balanced and diversified company spanning numerous geographies and therapeutic areas, while shifting our product portfolio mix towards more complex, organichigher-margin growth products and our overall business further away from dependency on the more volatile U.S market, while also streamlining our SG&A. All of these efforts will support our future robust pipeline while leveragingof anticipated product launches. We are well positioned to complete our global platform, competencies,Phase 1 initiatives as planned and expertisefocus on returning our Company to growth 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.

A Message from

Our Chief Executive Officer

Dear Fellow Viatris Shareholders,

I am pleasedWhen Viatris was created in 2020, it was purposefully designed with diversification and resilience in mind. Our geographic and product diversity allow us to report that we are off to a fantastic startbalance occasional headwinds in one part of the business with opportunities in others, resulting in consistent and I could not be prouder of all that our colleagues around the world have accomplished. Our shared dedication to patients and shareholders drivespredictable performance over time.

That design has served us well as we continuecontinued to integrate our operations,establish a track record of consistent performance in 2021 and even now in 2022. We are continuing to deliver on our financial commitments, integrate our two companies, and make progress on the reshaping initiatives that we announced in February, to build a stronger and more-focused company in a rapidly changing world.

Delivering on our Financial Commitments

With the announcement of our second quarter 2022 results, we have now delivered our sixth consecutive quarter of strong foundation for future growth.

Creating a New Kind of Healthcare Company

Since November 2020, Viatris’ new but seasoned management teamfinancial performance. This strong performance has been leading the company’s integration efforts, restructuring the business and ensuring robust visibility and transparency inenabled us to continue to deliver on 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:commitments. Notably:

We expectEnhancing 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:

Our People, Our CultureWe also expect to expand further beyond our current scope into more innovative products, including NCEs and global 505(b)(2)s. While we intend to maintain our broad range of therapeutic areas, we have identified three core, global therapeutic areas–ophthalmology, gastrointestinal, dermatology—that we believe particularly fit our own internal capabilities while leveraging our global platform.

Our approximately 38,000 diverse colleaguesWe are fueledfurther enhancing our commercial and scientific capabilities as needed for this future portfolio. We intend to increase our R&D investment as well as inorganically grow via business development through our Global Healthcare Gateway^®, which we expect will further position us for growth.

Committing to Corporate Social Responsibility

We believe Corporate Social Responsibility (CSR) is fundamental to our mission and supports long-term shareholder value creation. We believe that we can help address some of the world’s most pressing challenges and that, by doing so, while managing inherent risks, we can be a shared passion, purpose,relevant and genuine caretrusted partner.

We were pleased to be recognized for our work and included on Newsweek’s America’s Most Responsible Companies 2022 list. And, for the patientssecond year in a row, we serve, and see healthcare not as it is, but as it should be.were named to Forbes’ World’s Best Employers 2022 list, ranked in the top 10% of the 800 companies who made the list.

To us, that means empowering patientsstrengthen our commitment to sustainability, in 2022 we set initial company-wide goals in the areas of access, environment (including science-based climate targets) and diversity, equity & inclusion.

In closing, I want to recognize the extraordinary work by our colleagues. The key to our success has always been, and remains, our people. It is their courage, hard work and relentless dedication to our mission to empower people worldwide to live healthier at every stage of life. It also means empoweringlife by providing access to high-quality medicines that drives our colleaguessuccess. I believe in our strategy and am confident in our ability 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 deliverexecute 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.

it.

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

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 20212022 Annual Meeting in person, you must register in advance. See the question titled “How can I attend the 20212022 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 20212022 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, 202128, 2022

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR

THE 20212022 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON DECEMBER 10, 2021.9, 2022.

The Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K for the year ended December 31, 20202021

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

not considered part of this Proxy Statement.

Table of Contents

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The Breadth and PotentialPower of the Viatris Business Model

Company Snapshot

The ViatrisOur Mission

As a global pharmaceutical company that bridges the divide between generics and brands, Viatris Inc. (“Viatris” or the “Company”) was launchedis uniquely positioned in November 2020 with a vision to build a new kindworld of evolving healthcare company — weneeds. We see healthcare not as it is, but as it should be. Simply put, our mission is tobe, as we empower people worldwide to live healthier at every stage of life. This vision and mission were among the primary drivers for establishing Viatris through the combination (the “Combination”) of Mylan N.V. (“Mylan”) and Pfizer Inc.’s (“Pfizer”) Upjohn business (the “Upjohn Business”).

We know that good health matters to everyone, everywhere. This universal truth is the inspiration behind our mission, and we believe that we are well-positioned to be a source of stability in a world of evolving healthcare needs.

Operational OverviewWe do so via:

Viatris’ unique operating model supports

Improving access to medicine, regardlesssustainable and high-quality healthcare is our relentless pursuit - one that rests on visionary thinking, determination and best-in-class capabilities that are strategically built to remove barriers across a broad spectrum of health, advancing access globally.

Viatris was designed with diversification and resilience in mind. We believe our combined geographic and product diversity allows us to balance occasional external headwinds in one part of the business with opportunities in others, which we expect will enable us to deliver consistent and predictable performance over time. Information not given as of a patient’s geography or circumstance. Our ability to meet those needsspecific date is driven by one-of-a-kind global research and development (“R&D”), manufacturing, quality, commercial, supply chain, regulatory, and legal expertise, and an outstanding leadership team and global workforce. The following table provides a brief snapshotas of our global focus and ability to positively impact healthcare around the world.date of this Proxy Statement.

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Product Portfolio: Our commitment to sustainable access to medicines embedded within our business model.

		Developed Markets		Emerging Markets		Japan, Australia & New Zealand (JANZ)		Greater China
Products in development by region*		180		90		45		40
Products pending approval by region*		430		1,200		20		5

*

Data as of December 30, 2020

Patients: Medicines and services addressing many of the world’s most pressing health needs

•

We believe that Viatris is uniquely positioned to meet 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

•

Our antiretroviral products reached 5x as many HIV patients as all the branded originators combined based on data from IQVIA Holdings Inc. as of February 2021

1,400+ approved molecules

•

>300 biosimilar marketing authorization approvals globally

Viatris at a Glance

•  Our Global Healthcare Gateway® connects more products to more patients worldwide

•  We have a commitment to long-term sustainability, and recently launched initial sustainability goals in the areas of Access; the Environment; and Diversity, Equity and Inclusion (DE&I)

•  We are committed to maintaining quality in all that we do as a business. Our current portfolio, industry leading commercial expertise, and scientific and manufacturing capabilities are deeply rooted in our dedication to quality and product safety

Employees: Dedicated colleagues working together worldwideGlobal Reach

Our strong commercial infrastructure enables us to serve patients in every corner of the interestsglobe through retail and pharmacy establishments, wholesalers, governments, institutions, physicians and other customers.

We provide unparalleled reach across North America, Europe, the Asia Pacific region and emerging markets. Through our four reportable segments – Developed Markets, Emerging Markets, Japan, Australia and New Zealand (JANZ) and Greater China – we sold 80 billion doses of patients around the world. Asmedicine in 2021 across more than 165 countries and territories.

Highly Diverse and Differentiated Portfolio

Our portfolio of September 30, 2021, we had:products is diverse with capabilities that span multiple assets and includes:

 

~ 38,500 employeesGlobally recognized iconic brandsacross 70+ countries.

 

~ 2,800 R&D regulatoryA broad range of generic medicines, spanning both non-communicable and medical expertsinfectious diseases.

 

~ 10,000 membersOur generic medicines also include a number of complex and branded generics, which work in the same way and provide the same clinical benefits as their brand-name counterparts and may cost less, providing patients and the healthcare system important savings and medicine options which we believe are essential to making healthcare accessible.

Our products span more than 10 therapeutic areas, including cardiovascular, central nervous system and anesthesia, dermatology, diabetes and metabolism, gastroenterology, immunology, infectious disease, oncology, respiratory and allergy and women’s healthcare.

We believe our product diversity combined with our global scale, local approach and deep understanding of our field force

Global Public Health: Partnerships and advocacy to expandmarkets allows for better access to medicinecustomers and patients, further delivering on our mission.

Deep and Diverse Pipeline and Commercial Capabilities

Environment: StewardshipOur pipeline of the naturalmedicines is deep and diverse. Our broad, technical resources entrustedinclude 55 markets with in-country regulatory expertise. We are focused on pipeline investments to us

Community: Leveragingmaintain complexity in our resources to support healthcare, educationportfolio and welfare

finished dosage forms, every step of our development, manufacturing and monitoring processes is grounded in our commitment to good manufacturing practices and the quality and safety of our products.

product, Lantus^{®Global Supply Network}

We have a truly global and diverse supply network with local proximity. We hold strategic partnerships that complement and enhance our network capability and capacity, allowing us to have proximity to market and flexibility to meet customer needs.

We uphold:

Viatris’ Innovative Global Healthcare Gateway^®

UponAs the formation of Viatris in November 2020, we established a uniqueworld’s healthcare needs evolve, our Global Healthcare Gateway^®. With our expansive global platform and demonstrated R&D, manufacturing, quality, commercial, supply chain, regulatory, and legal expertise, we have the infrastructure to offer other companies without local expertise or global platforms offers partners ready access to more patients and markets worldwide thanthrough our unmatched global infrastructure and expertise that connects people around the world to the high-quality medicines and health services they could possiblyneed.

This platform is powered by expert operational and commercial services with unparalleled reach, onallowing our partners to expand their own. By becoming a Partnerassets through our many strengths. This enables more medicines from across the industry to reach patients like never before.

Building upon our strong legacy in the development of Choice^®,value-added complex products and our extensive scientific capabilities, we believe we are well positioned to add more complex products and pursue additional opportunities to move up the value chain that we can enhance our collective impact on patients’ lives, acceleratingexpect will further improve the expansion of patient access to medicine across our global footprint — and creating additional value for shareholders.

With the establishmentsustainability of the business. By leveraging our Global Healthcare Gateway^®, we alsoexpect to further bolster our pipeline in the previously stated key therapeutic areas of ophthalmology, gastrointestinal and dermatology while maintaining our therapeutically broad portfolio.

Snapshot of 2022 Operational and Financial Highlights

The Company is delivering on its financial and strategic commitments and is making great progress on the reshaping initiatives announced earlier this year.

Here are some of the highlights from this year so far:

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Achieving success in our mission whilewould not be possible without our hardworking, dedicated colleagues. As an employer of choice, our culture is performance-driven, highly engaging and inclusive. Ensuring the engagement of our approximately 37,000 colleagues located in more than 70 countries and investing in talent management, workplace health and safety, DE&I, and organizational excellence, keeps Viatris at the same time promotingforefront of growth and performance.

Since our goalsformation, Viatris has consistently executed against its overall operational priorities. Our strong operational performance continues to reflect the diversified business we have deliberately built. We are not dependent on one market or one product, which enables us to deliver on our plan while continuing to address unforeseen challenges. We remain agile and opportunistic in how we manage the business with the goal of long-term value creationmaximizing the strengths of each market and sustainability.our portfolio as a whole.

The resilience of this business model continues to withstand a very complex and dynamic environment. We have successfully navigated the cycles of COVID, integrated the cultures of our two legacy companies and learned new ways of working in a remote environment. Throughout it all, the strong performance of the business and execution of our underlying plan – focused on key products, key markets and consistent supply – gives us the confidence that our momentum will continue.

Our Shareholder-Centric Business ModelCommitment to Good Corporate Governance

Focus on TSR

Viatris was strategically organized and formed as a shareholder-centric company, with a business model and capital allocation plan focused on total shareholder return (“TSR”). Our strategy to create value is based on a detailed, disciplined roadmap for sustainable success: execute on the current business, continue to deliver our pipeline, deploy our capital effectively, and capture synergies across the combined enterprise. And, as we continue to execute on that plan, we are developing longer-term strategies to return to revenue growth and further refine our future capital allocation priorities.

In 2021, Viatris began delivering on its promise to return value to shareholders. Upon the formation of Viatris, we committed to instituting a dividend policy and commencing a rapid delevering program. In June 2021, we paid our first quarterly dividend of $0.11 per share, and we paid another $0.11 per share dividend in September of this year. In addition, we paid down $1.15 billion in debt during the first half of the year. Given our expectations for continued significant cash flows to be generated by our global platform, we believe that we will have the ability to continue to invest in the long-term sustainability of the company while also continuing to create long-term value for shareholders.

Robust Shareholder Engagement

Our shareholder-centric model also is rooted in the Company’s Board of Directors (“Board”) and management’s commitment to on-going, robust dialogue to discuss and solicit shareholder feedback on key strategic, operational, financial, governance, and executive compensation topics, and to address other topics of importance to shareholders. Since the formationOctober 2021, we contacted approximately 25 of Viatris in November 2020, management has participated in multiple public forums and/or discussions withour largest shareholders to discuss these topics.

In addition, during the Fall of 2021, the Board conducted extensive shareholder outreach as part of its commitment to regular engagement. The Executive Chairman, the Lead Independent Director, and the Chairs of the Audit, Compensation and Governance and Nominating Committees participated in these meetings. In our Fall engagement, we reached out to holders ofrepresenting approximately 46%45% of our outstanding shares, (based on June 30, 2021 data), includingand met with 15 of our shareholders representing approximately 90%40% of the outstanding shares held by(in each case based on June 30, 2022 shareholder data). In these meetings, various members of our 25 largest shareholdersmanagement and 77% of the outstanding shares held by our 50 largest shareholders as of that date.Board met with institutional investor executives, governance and stewardship team leads, and portfolio managers. Key topics discussed during those meetings included, among others, theexecutive compensation, our long-term strategic plan;plan, capital allocation; executive compensation; theallocation, our product pipeline;pipeline and environmental, social and governance matters;(“ESG”) matters. In addition, we hosted an Investor Day in February 2022, where we provided significant detail about our business, outlook for 2022, and strategic steps as noted. Our leadership has met with the Board;analyst community, participated in five investor conferences, and key learnings post-closingheld direct shareholder discussions throughout the year.

The shareholder engagement meetings covered various topics of interest to shareholders, including strategy, financial performance, corporate governance, and the Combination. We believe that these meetings were productive and appreciated the support and inputoverall structure of our shareholders.compensation program.

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Our Commitment to Good Corporate Governance

Board Structure and Oversight

Viatris’ Board is firmly committed to robust oversight and good corporate governance. This includes, among other factors discussed below:governance, which is reflected in our designation of a strong Lead Independent Director/Vice Chairman who also serves on the Executive Committee pursuant to our governance documents (see pages 21 to 23).

In addition, we believe that Viatris’ incorporation in Delaware further supports our shareholder-centric model and is responsive to certain shareholder discussions prior to the closing of the Combination.transaction pursuant to which Mylan N.V. (“Mylan”) combined with Pfizer’s Upjohn business in a Reverse Morris Trust transaction to form Viatris on November 16, 2020 (the “Combination”). Our corporate governance structure includes, among other things:

For additional information regarding Board governance and oversight, please see pages 1821 to 25.31.

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Our Performance-Driven Compensation Program

The Board is committed to a transparent, performance-oriented, and shareholder-aligned executive compensation program. We link performance pay to important metrics that measure profitability, the health of our product pipeline, capital productivity, our ability to cover debt obligations, and relative share performance compared to our peers. The Viatris compensation program for 2021, (our first full year)2022 and beyond is highly performance-based and aligned with shareholders. In developing that program, the Board and Compensation Committee addressed certain legacy company commitments approved by the legacy companies as well as the need to retain key executives to stay with, organize, integrate and lead the new company.

Our streamlined compensation program was developed to incentivize achievement of our strategic goals, support the short- and longer- termlonger-term needs of the Company to meet those goals and help ensure long-term sustainability, meet the competition for executive talent, consider perspectives of shareholders relating to Mylan’sprior compensation programs, and our focus on shareholder value creation. In connection with our Fall engagement with shareholders, we have received positive feedback on the new Viatris compensation program.

Please see “Viatris’ 2021“2021 Performance-Based Compensation Program” on pages 4348 to 45.50.

Sustainability

We are committed to advancing sustainable and responsible operations, and we strive to make a positive impact through leadership, cross-functional relationships and transparent reporting. By partnering with stakeholders around the globe, we are helping to address some of society’s most pressing challenges recognizing that our actions affect our stakeholders and the communities we serve.

The key areas we focus on are:

To strengthen our commitment to sustainability, in 2022, we set initial companywide goals in the areas of access, environment (climate, water and waste) and DE&I. Our climate goals are science-based and have been submitted to the Science Based Target Initiative (SBTi) for validation.

Corporate Social Responsibility

CSR is at the core of our business and our purpose. We believe that companies can be a force for good, that we can help address some of the world’s most pressing challenges and that by doing so, we can be a relevant and trusted partner. We share the belief of the investor community in the importance of CSR as an element of good corporate governance. Managinggovernance and that managing key CSR issues isand inherent risks are fundamental to our mission and supports long-term shareholder value creation.

Viatris’ Board of Directors oversees management’s efforts with respect to CSR efforts and programs through its Risk Oversight Committee. The Head of Corporate Affairs reports directly to the Chief Executive Officer (“CEO”) and, together with the Head of the CSR function,Development and Operations, reports quarterly to the Risk Oversight Committee. Viatris’ CSR function operates as a center of excellence within the Corporate Affairs leadership team and helps drive the strategic and operational development of CSR across the Company.

A multifunctional CSR Advisory Committee comprised of global leaders convenes monthly and supports the progress and integration of relevant CSR topics. Additional monthly and quarterly structured forums, addressing areas of focus with regards to CSR and sustainability for specific key functions, complement the advisory committee.

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WeTo learn more about our Sustainability/CSR work, we encourage you to read our inaugural2021 Global Sustainability Report which is located on the Corporate Responsibility section of our website.¹². The report sets forth Viatris’ work on important environmental, socialESG matters and governance (ESG) mattersintroduces our goals and efforts to create positive social impact, including with respect to providingfurther advance sustainable access to medicine. Fortune recently recognizedand responsible operations. As recognition for our work in this area, Viatris for this work by ranking the Company fifth out of 53was included on itsNewsweek’s America’s Most Responsible Companies 2022 list and Forbes’ World’s Best Employers 2021 “Change the World List.” The annual ranking showcases companies that have had a positive societal impact through activities that are part of their core business strategy. and 2022 lists.

We report on our impactsystematic efforts and progress across several key areas, including:

PatientAccess and Global Health

Working to ensure sustainable access to medicine and empowering people worldwide to live healthier at every stage of life requires a multipronged approach that includes a global, diversified and reliable supply of medicine delivered via a broad and differentiated portfolio across geographies, policy solutions that remove barriers to medicine and care, greater regulatory harmony, disease awareness among patients and healthcare providers, and strong partnerships that address local patient needs while strengthening global health.

We are committed to deploying our unique and vertically integrated platform and portfolio of more than 1,400 approved molecules to establish sustainable access to high-quality medicine and help to address some of the world’s most pressing health challenges, including:

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Company expectations for employees, to guide us as we continue our work to achieve our goals. We have quarterly global town halls with Q&A sessions to communicate frequently and with transparency, and to enhance leadership and employee engagement. In 2022, we performed Viatris’ initial global employee engagement survey with an 89% participation rate. The results will help guide our priorities for enhancing the employee experience and retaining talent.

DE&I are essential to our mission, and wemission. We seek to foster diversity in all aspects ofunderstand and embrace what makes individuals and their circumstances unique and believe that recognition is fundamental to our business, including through our supplier network.success. We seeklook to affirm the importance of diversity, inclusion,equity, and equal opportunityinclusion, for all employees and to create a positive, productive work environment. Among other initiatives:

Environmental HealthStewardship

We are committed to minimizing our impact on the environment while safeguarding a reliable supply of medicine. Our commitment entails systematic and continuous work to identify opportunities to support our goals. We have a global integrated approach to managing our use of water, impact on and from climate change, energy efficiency, waste reduction and air emissions.

Internally, we have several environmental initiatives ongoing, including efficiency, renewable energy and water and waste management.

In addition to setting science-based climate targets and submitting them to the SBTi for review and approval, we have conducted a climate scenario analysis, a key recommendation of the Task Force on Climate-Related Financial Disclosure (TCFD). The analysis is global in scope and helps us to continue to understand the risk and uncertainties in different hypothetical scenarios.

We are activelyremain engaged in promoting environmentally responsible manufacturing, including through the continued adoption of the Common Antibiotic Manufacturing Framework.

We are performing a climate scenario analysis and expect to set science-based climate targets, as well as water and waste targets, and to communicate on these goalsFramework in our Global Sustainability Report.

Global Public Health

Our global policy advocacy is focused onoperations and in the specific ways that Viatris can help to addressexternal supply chain. Furthermore, we are leveraging our membership in the world’s most pressing healthcare issues. Our policy priorities include preserving access to quality medicines, building healthier markets; and strengthening a safe and resilient supply of treatments across borders. We engage with key partners, including patient advocacy groups and industry associations, to amplify our impact.Pharmaceutical Supply Chains Initiative (PSCI) in external supplier sustainability engagement.

Community HealthEngagement

We knowseek to foster healthy communities around the world by supporting education, health and disease awareness efforts that, our work has the potential to positively impact the health of communities worldwide, especially those where we have a physical presence. Whether through philanthropic giving, partnerships or volunteerism, our efforts supportin particular, promote empowering patients and creating access to educationcare. We work via in-kind and healthcare as well as local community programs,monetary donations, volunteering our time and ourtalents and engaging with partners to find solutions. Our work addresses common global themes and leverages our capabilities, while addressing unique local needs. In 2021 and 2022 our work has included supporting the needs from the ongoing COVID-19 pandemic, extreme weather, and the war in Ukraine.

COVID Responsiveness

As the COVID-19 pandemic continues to challenge patients, healthcare systems and governments worldwide, we remain committed to doing our part to support public health and community needs. The COVID-19 pandemic brought employee expectations and preferences for greater flexibility into focus, and we have issued principles in support of hybrid-remote work to guide the development of local policies where possible.

Our efforts during the past year include:

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Our efforts include:

Helping Communities in Urgent Need

We are committed to helping communities around the world where needs are great. As a global healthcare company, our priorities during the humanitarian crisis due to the war in Ukraine have been protecting the safety and wellbeing of our colleagues, supporting impacted communities and doing our best to ensure access to essential medicines. To support affected communities, we have been working with partners such as Direct Relief, UNAIDS and World Central Kitchen to respond to various needs, including supporting medical relief shipments and access to food in Ukraine for refugees fleeing the crisis.

Business partnerships, memberships, and philanthropic collaborations help us reach patients and communities worldwide.

Looking Forward

Together with the scale and quality of Viatris’ global platform, the formation of the company in November 2020 also led to the creation of a critical new dimension to our long-term value proposition for shareholders – scale in our balance sheet. Given our expectations for continued significant cash flows to be generated by our global platform, we believe that we will have the ability to continue to invest in the long-term sustainability of the company, while also returning value to shareholders.

The consistency of mission, the talents of our Board, leadership, and global workforce, and the opportunity to maximize the value of our extraordinary global platform for the benefit of shareholders are what give us such great confidence in the future of Viatris.

It is with this backdrop summarizing our mission, the strength and breadth of our platform, and our commitment to good corporate governance that we invite you to carefully review the rest of this Proxy Statement. We trust that it will inform your decision to support Viatris’ ongoing journey to make a lasting and positive difference in the world.

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Viatris’ Board of Directors

Board Overview

The Board and the Governance and Nominating Committee believe that each of our Directors possesses the qualifications, experience, judgment, leadership, and business skills necessary to provide robust oversight of the Company in the complex and evolving healthcare environment in which we operate.

As discussed on pages 27 and 31 to 32 and as set forth in our Corporate Governance Principles, the Board seeks to identify a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with fresh perspectives, insights, skills and experiences of new members. To help further these goals, the Board has adopted a Diversity and Inclusion Policy, which is available on our website at https://www.viatris.com/en/About-Us/Corporate-Governance³. The policy formalizes the Board’s ongoing commitment to fostering a culture of inclusion and seeking, supporting, valuing and leveraging diversity in the Board’s composition, among other characteristics that the Board believes serve the best interests of the Company and our stakeholders. The Board also continuously reviews and assesses its composition through, among other things, its annual board and committee self-evaluation process. For more information about the annual board and committee self-evaluation process, see “Annual Board and Committee Self-Evaluations” on page 28.

The Board believes our Directors represent diverse viewpoints and that the personal backgrounds and qualifications of our Directors, considered as a group provide a composite mix of experience, knowledge and abilities and reflect the Board’s commitment to fostering principles of experience, integrity, inclusion and mutual respect. The Board has three women members and three of our Board committees are chaired by women (Compensation; Finance; and Governance and Nominating). Our directorsDirectors also include three individuals that identify as female, one individual that identifiesself-identifies as African American or Black, one individual that identifiesself-identifies as Asian, and two individuals who self-identify as Two or More Races or Ethnicities, and one individual that identifies as Asian,in each case as such terms as defined in the instructions to NASDAQ’sNasdaq’s Board Diversity Matrix.

As discussed on pages 25 to 26 and as set forth in our Corporate Governance Principles, the Board seeks to identify a diverse talent pool of qualified candidates for consideration as part of the Board’s refreshment and succession planning. The Board also seeks to combine the skills and experience of its long-standing Board members with fresh perspectives, insights, skills and experiences of new members.Matrix Instructions.

The following chart highlights certain of our Directors’ key skills and experience and you will find symbols representing key skills and experience applicable to each Director set forth in his or her biography. A summary of the importance of each key skill and experience is also noted. Our Board Diversity Matrix follows this key skills and experience chart. As discussed in “How Our Directors Are Selected and Evaluated” beginning on page 31 of this Proxy Statement, our Directors’ key skills and experience and diversity are among the factors considered by the Governance and Nominating Committee in nominating director candidates.

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Independence		Committees Chaired by Women		Age Distribution		Diversity of Directors

The following pages provide additional background information on each of our Directors.

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Board Diversity Matrix

The following board diversity matrix presents the annual disclosure of information on Directors’ voluntary self-identified characteristics in accordance with applicable NASDAQ listing standards. As detailed in the below matrix, the Company has one Director who self-identifies as African American or Black, one Director who self-identifies as Asian and two directors who self-identify as White and Asian and are also included in the Two or More Races or Ethnicities categories.

The following pages provide additional background information on each of our Directors.

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Item 1

Election of Directors

The first item for consideration at the 20212022 Annual Meeting of Shareholders (the “2021“2022 Annual Meeting”) is the election of four Class III Director nominees. The Board has, upon the recommendation of our Governance and Nominating Committee, nominated each of our current Class III Directors, Neil Dimick, Michael Goettler, Ian Read,W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Pauline van der Meer MohrRichard A. Mark (the “Nominees”) for re-election as Class III Directors at our 20212022 Annual Meeting. If re-elected, each Nominee will serve as a Director until our 2023 annual meeting of shareholders and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation, removal or retirement. For more information on Viatris’ current Board structure and the automatic sunset of its classified board, see “How Our Board Governs and Is Governed—Viatris’ Board Structure” beginning on page 18.21.

The Board and the Governance and Nominating Committee have carefully evaluated the experience, structure, culture, diversity, operation, interactions, collaboration, and performance of the full Board; the talents, expertise, and contributions of individual Directors, including the Nominees; the Board’s leadership; the integration and evolution of the Company; the Board’s critical role in governance, risk oversight, and continuing to develop and lead the strategic direction of the Company; the Board’s ability to respond to the continued change and disruption in the healthcare industry; anticipated future opportunities and challenges facing the Company; and the Board’s ongoing commitment to ensuring shareholder value creation and long-term sustainability to the benefit of shareholders and other stakeholders. Based on these considerations, among others, Viatris’ Board recommends a vote “FOR” the election of each of the Nominees.

The Board’s general criteria for nomination to the Board are set forth below:

These criteria, among others identified by the Board from time-to-time, reflect the traits, characteristics, abilities and experience that the Board looks for in determining candidates for election to the Board.page 31.

Information about each Nominee’s specific experience, qualifications, attributes or skills that led the Board to conclude that he or she should be re-elected as a Class III Director is set forth below on pages 1114 to 12.15. Each Nominee is currently on Viatris’ Board and each has consented to act as a Director if elected at the 20212022 Annual Meeting.

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Class II Directors Nominated for Election at the 2022 Annual Meeting

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Directors Whose Terms Expire in 2023

Set forth below is information regarding each continuing Director and information about his or her specific experience, qualifications, attributes or skills that led the Board to conclude that he or she should serve as a Director of the Company.

Class 1I Directors Nominated for Election at the 2021 Annual Meeting

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Class III Directors – Directors whose terms expire in 2023

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Director Independence

Viatris’ Board has determined that Mr. Cornwell, Ms. Dillon, Mr. Dimick, Ms. Higgins, Mr. Kilts, Mr. Korman, Mr. Mark, Mr. Parrish, and Ms. van der Meer Mohr are independent Directors under the applicable NASDAQ listing rules. In making these determinations, the Board considered, with respect to Mr. Cornwell’s independence, that Mr. Cornwell’s son is a partner of PJT Partners (“PJT”), which served as a financial advisor to Mylan in connection with the Combination; PJT also served as Viatris’ financial advisor in connection with the pending transaction between Viatris and Biocon Biologics (“Biocon Biologics”), a majority owned subsidiary of Biocon Limited, pursuant to which Viatris will contribute its biosimilar portfolio to Biocon Biologics (“Biocon Biologics Transaction”). Mr. Cornwell’s son was not involved in PJT’s work for Mylan.related to either the Combination or the Biocon Biologics Transaction. With respect to Mr. Korman’s independence, the Board considered (a) Mr. Korman’s past employment by Mylan Inc. from 1996 through July 2014 and his prior consulting services for Mylan Inc. from July 2014 to July 1, 2015 and (b) that Mr. Korman’s son had a paid internship with a Mylan subsidiary during the summer of 2019. With respect to Mr. Mark, the Board considered his prior service as a partner at Deloitte, Viatris’ independent registered public accounting firm. The Board determined that any such past arrangements, transactions or relationships would not interfere with the exercise of independent judgment by Mr. Cornwell, Mr. Korman or Mr. Mark in carrying out his respective responsibilities as a Director of Viatris.

Messrs. Coury, Goettler, Malik, and Read are not independent Directors under applicable NASDAQ listing rules.

How Our Board Governs and Is Governed

Viatris’ Board Structure

As set forth in our Amended and Restated Bylaws (the “Bylaws”), the Company has a majority vote standard for director elections in the event of an uncontested election and a plurality standard in the event of a contested election. The Bylaws also provide that if a nominee for Director who is an incumbent is not elected and no successor has been elected at such meeting, the Director shall promptly tender his or her irrevocable resignation to the Board, such resignation to be effective upon acceptance by the Board.

In connection with the Combination, Mylan and Pfizer agreed that the Viatris Board would be classified for three years with respect to the time for which directorsDirectors hold office (designated as Class I, Class II and Class III). The first term of office of the Class I Directors expiresexpired as of the date of the 2021 annual meeting of shareholders (the “2021 Annual Meeting;Meeting”). At the 2021 Annual Meeting, each Class I Director was re-elected to serve as a Director until the Company’s 2023 annual meeting of shareholders. The first term of office of the Class II Directors expires as of the date of the 2022 annual meeting of shareholders;Annual Meeting and the first term of office of the Class III Directors expires as of the date of the 2023 annual meeting of shareholders. At the 20212022 Annual Meeting, the Class III Directors are being submitted for election for a term of office to expire at the 2023 annual meeting of shareholders; and at the 2022 annual meeting of shareholders, the Class II Directors will be submitted for election for a term of office to expire at the 2023 annual meeting of shareholders. Commencing with the 2023 annual meeting of shareholders and at all subsequent annual meetings of shareholders, all Directors will be submitted for election at each annual meeting of shareholders. Neil Dimick, Michael Goettler, Ian Read, and Pauline van der Meer Mohr are in Class I; W. Don Cornwell, Harry A. Korman, Rajiv Malik, and Richard A. Mark are in Class II; and Robert J. Coury, JoEllen Lyons Dillon, Melina Higgins, James M. Kilts, and Mark W. Parrish are in Class III. In addition, the parties to the Combination determined prior to closing that the Viatris Board would consist of 13 members:members as of the closing of the Combination: Robert J. Coury, Michael Goettler, three persons designated by Pfizer (W. Don Cornwell, James M. Kilts and Ian Read) and eight persons designated by Mylan (the other current Directors of the Company).

The members of the Board collectively have expertise in developing and overseeing strategies in the context of thisa complex and rapidly changing environment, as well as a deep understanding of the management team and culture of the Company, our global platforms, the healthcare systems in which we operate, and the opportunities and challenges facing the Company around the world. Our Board members have key skills and experience including with brandedrespect to CEO experience and generic pharmaceuticals businesses;public company management; corporate governance compliance, and enterprise risk management;CSR; finance, accounting and capital markets; global business experience; healthcare industry; human capital management, including but not limited to diversity, equity and inclusion; information security; corporate social responsibility; corporatelegal and regulatory oversight; risk oversight and compliance; and strategy and complex international M&A; financing; human capital management; commercial and operational management; director and executive compensation; commercial and operational management; R&D; pharmaceutical manufacturing and quality; the regulatory environments in which we operate around the world; and business integration,&A, among many other areas. We are confident that the collective experience and expertise of our Directors enables the Board to effectively guide and oversee the management team.

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Mr. Coury serves as Executive ChairmanThe Board believes it should have the flexibility to select the structure of Board leadership best suited to meet the Company. Mr. Coury’s primary responsibilities include overall leadership and strategic directionneeds of the Company and leadership and coordination of activities ofour shareholders, including based on the Board, among others. See also page 34.

Mr. Parrish is the Lead Independent Director and Vice Chairman of the Board. The responsibilities of the Lead Independent Director include calling and presiding over executive sessions of the independent Directors, consulting with the Executive Chairman regarding Board meeting schedules, agendas, and information sent toparticular opportunities, circumstances, or challenges confronting the Board and separately approving those items,the Company at any given time. Accordingly, our governance documents provide the Board with the flexibility to select the most appropriate Board leadership structure. This flexibility benefits the Company and serving as a liaison betweenits shareholders because the Executive ChairmanBoard is best positioned to evaluate the optimal leadership structure for the Company based upon the Company’s leadership team, strategy, challenges, and independent Directors. The Executive Chairman and the Lead Independent Director serve as point persons for shareholders wishing to communicate to the Board.opportunities over time.

Considering the current opportunities and challengescircumstances facing the Company, including but not limited to, the current economic environment, the Company’s focus on integrating the Mylan and Upjohn businesses, and the continuing development and execution of our previously announced global reshaping initiative, the Board has determined that its current leadership structure — Mr. Coury aswhich separates the Executive Chairman, Mr. Parrish as Lead Independent Director and Vice Chairman, Mr. Goettler as CEO, Mr. Malik asand President androles, along with a strong, independent majority of Directors with collective experience overseeing each of Mylan and Upjohn — enables it to best oversee and empower the management team and is optimal for Viatris and its shareholders and other stakeholders.

In particular, the Board believes that its current leadership structure – which separates the CEO and Chairman positions — enables our Executive Chairman to lead the Board and oversee the strategic direction of the Company in collaboration with executive management, and our Chief Executive Officer to lead the overall operation of the Company and execute on the Company’s strategy. For instance, among other things, the Executive Chairman leads Company strategy on certain highly complex matters and strategic initiatives, including significant M&A activity, management and development of senior executives, and engagement with shareholders and other key stakeholders, and our CEO is tasked with building and enhancing the Company’s commercial excellence and executing on its strategy to increase access to medicines and services through the Global Healthcare Gateway®. The Board also believes that the current separation of the Chairman and Chief Executive Officer roles provides a clear delineation of responsibilities for each position and fosters greater accountability of management, which is particularly critical given our focus on integration, execution and results, and our reshaping initiatives, while the Lead Independent Director provides leadership for independent oversight of management and the Company. The Board further believes it is valuable for Mr. Coury to serve as Executive Chairman because his familiarity with and knowledge of our Company and business is unmatched. With over 20 years of experience at Mylan and now Viatris, Mr. Coury is uniquely positioned to lead the Board and oversee the Company’s strategic direction in collaboration with the Board and executive management. In particular, the Board strongly believes that the separation of the Chairman and Chief Executive Officer roles has played, and continues to play, a vital role in the significant progress we have made in integrating Upjohn and Mylan, including capturing approximately $500 million in cost synergies in 2021 and remaining on track to both exit the remaining Pfizer TSAs by the end of the year and to realize at least $1 billion of cost synergies by the end of 2023.

Our current Board leadership structure is designed to meet the unique business needs of the Company and to build on the strengths of our Board. Since the Chairman of the Board currently is not an independent Director, the Corporate Governance Guidelines require the independent Directors to select a Lead Independent Director who also serves as Vice Chairman and is vested with the significant responsibilities set forth below. Mr. Parrish is the Lead Independent Director and Vice Chairman of the Board, with key areas of expertise and experience (including, among others, public company management, corporate governance, the healthcare industry, human capital management including, but not limited to oversight of diversity, equity and inclusion, global business, information security, risk oversight, and strategy and M&A) that help enhance the Board’s oversight of the management team and the Company.

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The Board and independent Directors have elected, upon the recommendation of the Governance and Nominating Committee, the Executive Chairman and Lead Independent Director, respectively. As part of its 2021 annual self-evaluation, Directors expressed that the Lead Independent Director and Executive Chairman continue to work well together and in doing so provide strong leadership to the Board and the Company.

The Board has also adopted the corporate governance policies and practices set forth below that promote a strong and effective Board that provides independent oversight.

Among the factors that demonstrate the Board’s commitment to good governance practices and enable it to provide highly effective oversight and direction are:

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Meetings of Viatris’ Board

Following the closingViatris’ Board met nine times in 2021. In addition to meetings of the Combination on November 16, 2020, the Viatris Board, met two (2) times in 2020. In addition, Directors attended meetings of individual Board committees of which they were members, after such date in 2020. Alland all Directors attended moregreater than 75% of the aggregate of Viatris Board meetings and meetings of the committees of which they were a member in 2020 after the closing of the Combination.2021. From January 1, 20212022 to October 22, 2021,24, 2022, the Viatris Board met seven (7)five (5) times: all Directors attended more than 75% of the aggregate of Viatris Board meetings and meetings of the committees of which they were a member in 20212022 through such date. Pursuant to our Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable.

Viatris’ Corporate Governance Principles require the independent Directors of the Board to meet in separate executive sessions periodically, and at least twice annually, during regularly scheduled meetings of the Board. The independent Directors of the Board met two (2) times in executive session in 2020 following the closing of the Combination2021 and two (2)four (4) times between January 1, 20212022 and October 22, 2021,24, 2022, with Mr. Parrish presiding at those executive sessions.

Pursuant to our Corporate Governance Principles, Directors are expected to attend the annual meeting of shareholders of the Company, where practicable. Twelve members of the Board attended the 2021 Annual Meeting either in person or via remote communication (pursuant to which they were available to answer questions).

Meetings of Viatris Board Committees

The committees of the Viatris Board include the Audit Committee, the Compensation Committee, the Compliance Committee, the Executive Committee, the Finance Committee, the Governance and Nominating Committee, the Risk Oversight Committee, and the Science and Technology Committee. Each committee operates pursuant to a written charter, a current copy of which, along with our Amended and Restated Certificate of Incorporation, Bylaws, and Corporate Governance Principles, is available on Viatris’ website at https://www.viatris.com/en/About-Us/Corporate-Governance.

All members of the Audit, Compensation, Finance, Governance and Nominating, and Risk Oversight Committees, and a majority of the members of the Compliance Committee, are independent Directors, as defined in the applicable NASDAQ listing rules and applicable SEC rules, and all members of each of these committees are non-employee“Non-Employee Directors.Directors”. Board approval of any Director appointment to the Audit, Compensation, Compliance, Governance and Nominating, and Risk Oversight Committees must include at least a majority of the independent Directors. The Viatris Board has determined that Mr. Dimick, the Chair of the Audit Committee, is an “audit committee financial expert”, as that term is defined in the rules of the SEC.

Information regarding each of the committees is provided on the following pages, and pages 29 to 31 provide additional discussion of committee responsibilities with respect to risk oversight.

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The table below provides the current membership (as of the date of this Proxy Statement) and meeting information for 2020 (following the closing of the Combination on November 16, 2020)2021 and 20212022 (through October 22, 2021)24, 2022) for each Viatris Board committee held during each such period. In 2021, the committees collectively held 2939 meetings and in 2022, the committees collectively held 25 meetings through October 22, 2021.24, 2022.

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