Additional Proxy Soliciting Materials (definitive) (defa14a)
17 Maio 2023 - 6:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.  )
Filed by the Registrant x
Filed by a Party other than the Registrant
¨
Check the appropriate box:
¨
Preliminary Proxy Statement
¨
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
¨ Definitive Proxy
Statement
x Definitive Additional
Materials
¨ Soliciting Material
under §240.14a-12
INNOVIVA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement,
if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
x
No fee required.
¨
Fee paid previously with preliminary materials.
¨ Fee computed on
table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.
Innoviva, Inc.
1350 Old Bayshore Highway, Suite 400
Burlingame, California 94010
ADDITIONAL INFORMATION REGARDING
THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON May 22, 2023
Innoviva, Inc. (the
“Company”) is providing this supplement to the proxy statement (the “Proxy Statement”) that the Company
furnished to its stockholders in connection with the solicitation of proxies by the Board of Directors of the Company for the Annual
Meeting of the Stockholders of the Company to be held on May 22, 2023 at 11:00 a.m. Eastern Time, at the offices of
Willkie Farr & Gallagher LLP, 787 Seventh Avenue, New York, New York 10019. This supplement to the Proxy Statement is being
filed with the Securities and Exchange Commission and made available to stockholders on May 17, 2023. Only stockholders of record
on the close of business on April 20, 2023 (the “Record Date”) are entitled to receive notice of and to vote at the
Annual Meeting. Capitalized terms used but not otherwise defined in this Supplement have the meanings ascribed to them in the Proxy
Statement.
THIS
SUPPLEMENT CONTAINS IMPORTANT ADDITIONAL INFORMATION AND SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT. This Supplement
has been made available electronically together with the Proxy Statement and our 2022 annual report at http://investor.inva.com/sec-filings.
You may also access the Company’s filings (including this Supplement) through the website maintained by the SEC at http://www.sec.gov.
May 17, 2023
To Our Stockholders:
NOTICE REGARDING PROPOSAL 1 – ELECTION OF DIRECTORS
Proposal 1 included in the Proxy Statement requested that our stockholders
vote on the election of six incumbent nominees for election as directors to serve for a term of one year, which expires at our next annual
meeting of stockholders or such later date as his or her successor has been elected and qualified.
Dr. Srivastava has informed us that she intends to resign from
the board of directors of Social Capital Suvretta Holdings Corp. II (Nasdaq: DNAB), a publicly traded special purpose acquisition company
where she has been a director since 2021. Social Capital Suvretta Holdings Corp. II filed a Current Report on Form 8-K to such effect
on May 16, 2023, which is incorporated herein by reference.
The Board of Directors continues to recommend a vote “FOR”
each of the nominees for director, including Dr. Srivastava.
Innoviva (NASDAQ:INVA)
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