A Dark Vector Cognition product

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

5K characters. Original on sec.gov · Markdown

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

| --- | --- |

Certain information concerning securities authorized for issuance under equity compensation plans is contained in the discussion entitled “Equity Compensation Plan Information” in Item 12 of Part III of the Original Filing.

Security Ownership of Directors, Nominees and Executive Officers

The following table sets forth information regarding the beneficial ownership of common stock of Viatris Inc. as of April 25, 2022 by (i) each Viatris Director, (ii) each NEO, and (iii) all Directors and executive officers of Viatris Inc. as a group (based on 1,212,301,241 shares of common stock of Viatris Inc. outstanding as of such date). For purposes of this table, and in accordance with the rules of the SEC, shares are considered “beneficially owned” if the person, directly or indirectly, has sole or shared voting or investment power over such shares. A person also is considered to beneficially own shares that he or she has the right to acquire within 60 days of April 25, 2022. To Viatris’ knowledge, the persons in the following table have sole voting and investment power, either directly or through one or more entities controlled by such person, with respect to all the shares shown as beneficially owned by them, unless otherwise indicated in the footnotes below. The address for each beneficial owner listed in the table below is c/o Viatris Inc., 1000 Mylan Boulevard, Canonsburg, PA, 15317. As noted above, each Non-Employee Director has five years from his or her start date to attain compliance with our Stock Ownership Guidelines. In addition, each of our covered employees has five years to achieve minimum ownership requirements, as discussed in more detail in the Compensation Discussion & Analysis section of this document.

Name of Beneficial OwnerAmount and Nature of Beneficial OwnershipOptions Exercisable and Restricted Shares Vesting within 60 daysPercent of Class
W. Don Cornwell22,197—*
Robert J. Coury1,061,659208,199*
JoEllen Lyons Dillon39,564(1)24,780*
Neil Dimick75,20024,780*
Michael Goettler137,155—*
Melina Higgins137,068(2)31,403*
James M. Kilts79,402—*
Harry A. Korman50,63826,504*
Rajiv Malik881,315(3)380,002*
Richard A. Mark33,16512,260*
Anthony Mauro240,865(4)172,024*
Sanjeev Narula22,378—*
Mark W. Parrish82,25024,780*
Ian Read14,497—*
Pauline van der Meer Mohr29,97413,949*
All directors and executive officers as a group (20 persons)3,085,085(5)1,037,763*
*Less than 1%.
(1)Includes 18 shares of common stock held by Ms. Dillon’s spouse.
(2)Includes 74,000 shares of common stock held by Ms. Higgins’ spouse.
(3)Includes 460,319 shares held in an irrevocable trust for the benefit of Mr. Malik’s spouse and children.
(4)Includes 5,574 shares held in Mr. Mauro’s 401(k) account.
(5)Includes the 15 individuals set forth above as well as Messrs. Campbell, Cuneo, Ni, Roman and Taddese.

Security Ownership of Certain Beneficial Owners

The following table lists the names and addresses of shareholders known to management to own beneficially more than five percent of the shares of common stock of Viatris as of April 25, 2022 (based on 1,212,301,241 shares of common stock of Viatris Inc. outstanding as of such date):

Name and Address of Beneficial OwnerAmount and Nature of Beneficial OwnershipPercent of Class
The Vanguard Group, 100 Vanguard Blvd., Malvern, PA 19355131,074,042(1)10.81%
BlackRock, Inc., 55 East 52nd Street, New York, NY 1005586,554,658(2)7.14%
(1)Based on the Schedule 13G filed by The Vanguard Group with the SEC on February 10, 2022, The Vanguard Group has sole voting power over 0 shares of common stock, shared voting power over 1,934,699 shares of common stock, sole dispositive power over 126,099,047 shares of common stock and shared dispositive power over 4,974,995 shares of common stock.
(2)Based on the Schedule 13G/A filed by BlackRock, Inc. with the SEC on February 3, 2022, BlackRock, Inc. has sole voting power over 76,993,236 shares of common stock, shared voting power over 0 shares of common stock, sole dispositive power over 86,554,658 shares of common stock and shared dispositive power over 0 shares of common stock.

Previous: Item 11. Executive Compensation · Next: Item 13. Certain Relationships and Related Transactions, and Director Independence