Innoviva, Inc. · NASDAQ:INVA
Innoviva — Proxy Contest (April 2017)
12 slides from Innoviva's proxy contest presentation, Apr 18, 2017
Slide 1: Innoviva Investor Presentation
Innoviva Investor Presentation April 18, 2017
Slide 2: Special note regarding this presentation
Special note regarding this presentation ON MARCH 22, 2017, SARISSA CAPITAL MANAGEMENT LP ("SARISSA"), TOGETHER WITH THE OTHER PARTICIPANTS IN SARISSA'S PROXY SOLICITATION (THE "PARTICIPANTS"), FILED A DEFINITIVE PROXY STATEMENT AND ACCOMPANYING GOLD PROXY CARD WITH THE SECURITIES AND EXCHANGE COMMI
Slide 3: Board and management have destroyed shareholder value while enriching themselves
Innoviva’s board and management have destroyed shareholder value while enriching themselves and condoning poor corporate governance The current board appears incapable of providing the necessary oversight of the CEO who dominates decision-making Innoviva’s issues include: Exorbitant expenses Egregio
Slide 4: ISS, Glass Lewis and Egan-Jones recommend voting Sarissa's GOLD proxy card
ISS, Glass Lewis and Egan-Jones all recommend that Innoviva shareholders vote on Sarissa’s GOLD PROXY CARD All three independent proxy voting and governance firms agree that Innoviva needs change
Slide 5: Innoviva's recent cost-cut flip-flopping underscores the need for shareholder oversight
Innoviva’s recent cost-cut flip-flopping underscores the need for shareholder oversight Before April 13, 2017 Innoviva touts that it is “a very lean company” and warns against cost cuts April 13, 2017 – Innoviva admits Sarissa was right all along Innoviva announces vague plans to “review” costs that
Slide 6: Innoviva has still not addressed its poor corporate governance
And Innoviva has still not addressed its poor corporate governance Innoviva’s corporate governance as described by Glass Lewis: “Compounding our concern is a corporate governance framework that appears problematically malleable and largely ineffective, in each case as an extension of the seemingly s
Slide 7: Innoviva touts good governance that is anything but
And, sadly, Innoviva touts good governance that is anything but During this proxy contest, Innoviva proudly released a manufactured timeline in connection with adding two director nominees As Glass Lewis notes, “A closer look, however, raises additional questions around the effectiveness and indepen
Slide 8: Innoviva did not go through the NomGov process with Sarissa's nominees
With Sarissa’s nominees, Innoviva did not even pretend to go through the NomGov process Yet, Innoviva reports that “Members of Innoviva’s Board subsequently interviewed and carefully assessed Sarissa’s candidates…” The NomGov committee did not even bother to meet with Sarissa or any of our nominees
Slide 9: GSK announces support of Innoviva within minutes of Innoviva's cost review admission
Despite these issues at Innoviva, in an act of clairvoyance at around 9 pm in London on April 13, 2017 before the holiday weekend – GSK announces support of Innoviva within minutes of (and referencing) Innoviva’s public admission that it will review its cost and compensation structures In spite of I
Slide 10: Innoviva is in dire need of independent shareholder oversight and representation
Innoviva is in dire need of independent shareholder oversight and shareholder representation on the board
Slide 11: We need all independent shareholders to vote now on the GOLD CARD
We need all independent shareholders to vote now on the GOLD CARD for our nominees Sarissa has had very positive conversations with many of Innoviva’s largest shareholders Each of ISS, Glass Lewis and Egan-Jones recommends Sarissa nominees The support for our position has been overwhelming With the
Slide 12: We urge you to VOTE THE GOLD PROXY CARD
We urge you to VOTE THE GOLD PROXY CARD Time is of the essence. We urge you to VOTE THE GOLD PROXY CARD to help us fix the problems at Innoviva. If you want to follow the recommendations of ISS, Glass Lewis and Egan-Jones and vote for Sarissa nominees YOU MUST VOTE ON THE GOLD CARD AND YOU CANNOT VO