UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 8, 2016

 

 

Mylan N.V.

(Exact name of registrant as specified in its charter)

 

Netherlands   333-199861   98-1189497

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

Building 4, Trident Place, Mosquito Way,

Hatfield Hertfordshire

  AL10 9UL
(Address of Principal Executive Offices)   (Zip Code)

+44 (0) 1707 853 000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 8, 2016, John D. Sheehan, Executive Vice President and Chief Financial Officer of Mylan, notified Mylan that he will retire effective as of April 1, 2016. Mylan issued a press release regarding Mr. Sheehan’s retirement, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

On January 8, 2016, Mylan Inc., a Pennsylvania corporation and wholly-owned subsidiary of Mylan N.V., entered into an Amended and Restated Executive Employment Agreement with Anthony Mauro, who has been promoted from President, North America to Chief Commercial Officer effective as of January 4, 2016. The Amended and Restated Executive Employment Agreement is effective as of January 1, 2016 and automatically renews on each anniversary of the effective date unless earlier terminated by Mr. Mauro or Mylan Inc. The Amended and Restated Executive Employment Agreement contains substantially the same terms as his existing contract, except that Mr. Mauro’s base salary has been increased to $700,000 in connection with his promotion to Chief Commercial Officer.

The Amended and Restated Executive Employment Agreement also contains terms relating to benefits upon termination of employment, which are consistent with Mr. Mauro’s existing agreement. In the event that Mr. Mauro’s employment is terminated without cause, he would be entitled to a severance payment equal to his base salary, a pro-rata bonus based on actual performance and one year of continued health benefits. In the event of termination of employment by reason of death or disability, Mr. Mauro or his estate would receive payments and benefits as if his employment had been terminated without cause, as described above, provided that such payments and benefits will be reduced by any death or disability benefits payable to him under other plans or arrangements. Upon non-renewal, Mr. Mauro’s employment will terminate as of the first anniversary of the effective date or the end of any renewal term (as applicable), and he will be entitled to a severance payment equal to his base salary and one year of continued health benefits.

 

Item 9.01 Financial Statements and Exhibits.

 

  (d) Exhibits.

 

Exhibit No.

  

Description

99.1    Press Release dated January 8, 2016


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

    MYLAN N.V.
Date: January 8, 2016     By:   /s/ John D. Sheehan
      John D. Sheehan
      Executive Vice President and Chief Financial Officer


Exhibit 99.1

 

LOGO

Mylan CFO John Sheehan to Retire as of April 1, 2016

HERTFORDSHIRE, England and PITTSBURGH – Jan. 8, 2016 – Mylan N.V. (NASDAQ, TASE: MYL) today announced that John Sheehan has advised the company of his intention to retire from his position as CFO of Mylan, effective April 1, 2016. Mylan’s Board of Directors has initiated a search to identify a replacement for Mr. Sheehan.

Mylan Executive Chairman Robert J. Coury commented, “John has served with distinction as Mylan’s CFO for the past six years, contributing significantly to Mylan’s success during this time and helping to ensure that we delivered consistently strong financial performance. Importantly, John has demonstrated all of the qualities that make Mylan so special: dedication to our mission, passionate leadership and an unwavering commitment to doing what is right. I am extremely grateful to John for his service to Mylan and for helping to position the company so well for the future.”

Mylan’s CEO Heather Bresch added, “John has been a valued partner since he joined Mylan in 2010 and, during the next several months, he will help to ensure a smooth transition of his CFO responsibilities while we identify a successor. We have in place the financial strength and flexibility, strong business momentum and deep leadership team to ensure Mylan’s continued growth and success. We thank John for his many contributions and wish him all the best in the future.”

Mr. Sheehan said, “I am very grateful for the opportunity to have served as CFO of Mylan during such an exciting period of growth and expansion for the company. This has been the most professionally rewarding experience of my career and I am very proud of all that Mylan has accomplished. I am confident that the talented and dedicated team here will continue to drive strong growth and shareholder value going forward, and I look forward to handing the reins over to my successor.”

This press release includes statements that constitute “forward-looking statements,” including with regard to Mylan having in place the financial strength and flexibility, strong business momentum and deep leadership team to ensure Mylan’s continued growth and success and that its talented and dedicated team will continue to drive strong growth and shareholder value going forward. These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Because such statements inherently involve risks and uncertainties, actual future results may differ materially from those expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to: changes in the economic and financial conditions of the businesses of Mylan; actions and decisions of healthcare and pharmaceutical regulators, and changes in healthcare and pharmaceutical laws and regulations, in the United States and abroad; other uncertainties and matters beyond the control of management; and the other risks detailed in the company’s filings with the Securities and Exchange Commission. The company undertakes no obligation to update these statements for revisions or changes after the date of this release.

 

 

 

LOGO


Mylan is a global pharmaceutical company committed to setting new standards in healthcare. Working together around the world to provide 7 billion people access to high quality medicine, we innovate to satisfy unmet needs; make reliability and service excellence a habit; do what’s right, not what’s easy; and impact the future through passionate global leadership. We offer a growing portfolio of more than 1,400 generic and branded pharmaceuticals, including antiretroviral therapies on which nearly 50% of people being treated for HIV/AIDS in the developing world depend. We market our products in approximately 165 countries and territories. Our global R&D and manufacturing platform includes more than 50 facilities, and we are one of the world’s largest producers of active pharmaceutical ingredients. Every member of our more than 30,000-strong workforce is dedicated to creating better health for a better world, one person at a time. Learn more at mylan.com.

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LOGO

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