Mylan II B.V. 8-K Submission of Matters to a Vote of Security Holders

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 21, 2019

MYLAN N.V.

(Exact name of registrant as specified in its charter)

The Netherlands	333-199861	98-1189497
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Building 4, Trident Place, Mosquito Way, Hatfield, Hertfordshire		AL10 9UL
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: +44 (0)1707-853-000

Check the appropriate box below if the Form8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule14a-12 under the Exchange Act (17 CFR240.14a-12)

☐ Pre-commencement communications pursuant to Rule14d-2(b) under the Exchange Act (17 CFR240.14d-2 (b))

☐ Pre-commencement communications pursuant to Rule13e-4(c) under the Exchange Act (17 CFR240.13e-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
Ordinary shares, nominal value €0.01	MYL	The NASDAQ Stock 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 Rule12b-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.

(a) On June 21, 2019, Mylan N.V. (“Mylan” or the “Company”) held its annual general meeting of shareholders (the “AGM”) to (i) appoint two executive directors and elevennon-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment; (ii) approve, on an advisory basis, the compensation of the named executive officers of the Company; (iii) adopt the Dutch annual accounts for fiscal year 2018; (iv) ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019; (v) instruct Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2019; (vi) authorize Mylan’s Board of Directors (the “Mylan Board”) to acquire shares in the capital of the Company; and (vii) delegate to the Mylan Board the authority to issue ordinary shares and grant rights to subscribe for ordinary shares in the capital of the Company and to exclude or restrictpre-emptive rights. Each director nominee and all other matters voted on at the AGM received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and each director nominee was appointed by the general meeting and all other matters voted on passed. The results of specific proposals are set forth below.

As of the close of business on May 24, 2019, the record date for the AGM (the “Record Date”), there were issued and outstanding 515,468,049 ordinary shares of Mylan entitled to vote at the AGM. As of the Record Date, there were no preferred shares of Mylan issued and outstanding. At leastone-third of the issued Mylan shares were present or represented at the AGM with respect to each proposal below, constituting a quorum for each such proposal.

(b) The certified results of the matters voted on at the AGM are set forth below.

Proposal No. 1 - Appointment of two executive directors and elevennon-executive directors, each for a term ending immediately after the next annual general meeting held after their appointment:

Nominee	For		Against		Abstain		Broker Non-Votes
Heather Bresch*		327,491,381		29,020,499		441,227		41,843,425
Hon. Robert J. Cindrich		319,929,467		36,405,352		618,288		41,843,425
Robert J. Coury		324,569,126		31,458,648		925,333		41,843,425
JoEllen Lyons Dillon		318,895,045		37,274,318		783,744		41,843,425
Neil Dimick, C.P.A.		320,353,133		35,837,784		762,190		41,843,425
Melina Higgins		327,291,798		28,868,952		792,357		41,843,425
Harry A. Korman		323,720,787		32,436,222		796,098		41,843,425
Rajiv Malik*		327,177,095		29,177,175		598,837		41,843,425
Richard Mark, C.P.A.		331,808,992		24,400,899		743,216		41,843,425
Mark W. Parrish		319,848,547		36,497,106		607,454		41,843,425
Pauline van der Meer Mohr		325,227,308		30,964,135		761,664		41,843,425
Randall L. (Pete) Vanderveen, Ph.D.		322,607,454		33,605,202		740,451		41,843,425
Sjoerd S. Vollebregt		322,338,577		33,837,246		777,284		41,843,425

* Refers to an executive director. All other directors listed above arenon-executive directors.

Consistent with established Dutch law and Mylan’s Articles of Association, each director nominee was appointed by the general meeting.

Proposal No. 2 – Approval, on an advisory basis, of the compensation of the named executive officers of the Company:

For	Against	Abstain	Broker Non-Votes
315,667,565	40,612,339	673,203	41,843,425

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 3 – Adoption of the Dutch annual accounts for fiscal year 2018:

For	Against	Abstain	Broker Non-Votes
381,499,227	14,498,215	2,799,090	0

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 4 – Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for fiscal year 2019:

For	Against	Abstain	BrokerNon-Votes
375,032,377	22,219,494	1,544,661	0

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 5 – Instruction to Deloitte Accountants B.V. for the audit of the Company’s Dutch statutory annual accounts for fiscal year 2019:

For	Against	Abstain	BrokerNon-Votes
374,409,027	22,650,937	1,736,568	0

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 6 – Authorization of the Mylan Board to acquire shares in the capital of the Company:

For	Against	Abstain	BrokerNon-Votes
380,682,515	15,737,664	2,376,353	0

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

Proposal No. 7 – Delegation to the Mylan Board of the authority to issue ordinary shares and grant rights to subscribe for ordinary shares in the capital of the Company and to exclude or restrictpre-emptive rights:

For	Against	Abstain	BrokerNon-Votes
268,512,153	128,251,038	2,033,341	0

The proposal received the affirmative vote of a majority of the votes cast by shareholders entitled to vote and therefore passed.

With respect to each proposal above, any abstentions, “blank votes” and invalid votes were counted for the purposes of determining the presence of a quorum, but were not considered to be votes cast and therefore had no effect on the vote on any such proposal. Any “brokernon-votes” with respect to any proposal were not treated as shares present for purposes of determining the presence of a quorum with respect to such proposal and were not considered to be votes cast and therefore had no effect on the vote on such proposal.

Item 7.01 Regulation FD Disclosure.

As previously disclosed in the Company’s proxy statement for the AGM (the “Proxy Statement”), Mylan received a proposed resolution from the UAW Retiree Medical Benefits Trust (the “UAW”) relating to the Company’s clawback policy (the “Shareholder Proposal”). Mylan appreciates the UAW’s perspective and welcomed the opportunity to discuss the Shareholder Proposal with shareholders, and so the Mylan Board decided to include the Shareholder Proposal for discussion at the AGM. Although the Shareholder Proposal was presented as a discussion item, the Company also decided to solicit shareholder views through the proxy card as a contribution to the discussion at the AGM. As a result of this solicitation, a majority of the proxies received indicated support for the Shareholder Proposal. As set forth in the Proxy Statement, any proxies indicating “Abstain” or deemed to express no view had no effect on determining the percentage of shareholders who supported the Shareholder Proposal. At the AGM, the Chairman of the Mylan Board confirmed that the Mylan Board will continue to consider the views and perspectives expressed by shareholders on this topic.

The information in this Item 7.01 shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

SIGNATURE

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

	MYLAN N.V.
Date: June 21, 2019	By:	/s/ Kenneth S. Parks
		Kenneth S. Parks
		Chief Financial Officer