Innoviva, Inc. 8-K

What Happened
Innoviva, Inc. filed an 8-K disclosing the results of its Annual Meeting of Stockholders held May 4, 2026. Five directors were elected to one-year terms expiring at the 2027 annual meeting: Derek Small; Mark A. DiPaolo, Esq.; Jules Haimovitz; Sarah J. Schlesinger, M.D.; and Pavel Raifeld. Stockholders also approved, on a non-binding advisory basis, the company's executive compensation ("say-on-pay"), ratified Deloitte & Touche LLP as Innoviva’s independent registered public accounting firm for fiscal 2026, and approved the 2026 Equity Incentive Plan. The filing is signed by CEO Pavel Raifeld.

Key Details

• Director election votes (For / Against/Abstain; broker non-votes 6,809,010):
  • Derek Small: 56,752,327 for; 2,485,600 against/abstained.
  • Mark A. DiPaolo: 50,072,119 for; 9,165,808 against/abstained.
  • Jules Haimovitz: 56,834,625 for; 2,403,302 against/abstained.
  • Sarah J. Schlesinger, M.D.: 53,509,479 for; 5,728,448 against/abstained.
  • Pavel Raifeld: 58,880,013 for; 357,914 against/abstained.
• Say-on-pay (non-binding): 56,243,880 for; 2,836,001 against; 158,046 abstaining; 6,809,010 broker non-votes.
• Auditor ratification: Deloitte & Touche LLP ratified with 66,008,453 for; 16,574 against; 21,910 abstaining; 0 broker non-votes.
• 2026 Equity Incentive Plan approved: 55,435,111 for; 3,766,788 against; 36,028 abstaining; 6,809,010 broker non-votes.

Why It Matters
The meeting outcomes confirm Innoviva’s board composition for the coming year and show shareholder support for management on compensation and governance matters. Ratifying Deloitte as auditor keeps continuity in financial oversight, while approval of the 2026 Equity Incentive Plan authorizes the company to grant equity awards under the new plan (which can affect future compensation structure and potential dilution depending on grants). These are governance items investors watch for indications of shareholder confidence and management’s ability to execute incentive programs.