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 eleven non-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 restrict pre-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 least one-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 eleven non-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 are non-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		Broker Non-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		Broker Non-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		Broker Non-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 restrict pre-emptive rights:

 

For		Against		Abstain		Broker Non-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 “broker non-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.