Viatris (VTRS) Proxy filing summary

Executive summary

• Achieved $14.3 billion in total revenues for 2025, with strong commercial performance and a stable base business.

• Returned over $1 billion to shareholders via dividends and share repurchases.

• Completed 60 regional business development transactions, including the acquisition of Aculys Pharma in Japan.

• Advanced pipeline with five positive Phase 3 data readouts and progress on key programs.

• Conducted an enterprise-wide strategic review, identifying opportunities to optimize structure, resource allocation, and operational efficiency.

• Outlined three strategic imperatives: drive base business, fuel innovative portfolio, and modernize for sustainable growth.

Voting matters and shareholder proposals

• Election of 13 director nominees to serve until the 2027 annual meeting.

• Advisory vote to approve 2025 compensation of named executive officers (Say-on-Pay).

• Ratification of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• Other business as may properly come before the meeting.

Board of directors and corporate governance

• Board refreshed with four new directors since June 2024, emphasizing pharmaceutical, finance, and innovation expertise.

• 12 of 13 directors are independent; board committees are fully independent.

• Board structure includes an independent Chair and Vice Chair, annual elections, majority voting standard, and proxy access for director nominations.

• Board committees: Audit, Compensation, Compliance and Risk Oversight, Executive, Finance, Governance and Sustainability, Science and Technology.

• Annual board and committee self-evaluations with outside facilitator.

• Board diversity includes three women, three ethnically or racially diverse members, and global experience.