Innoviva, Inc. (Form: 8-K, Received: 01/10/2018 16:19:10)





Washington, DC  20549







Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported):  January 9, 2018




(Exact Name of Registrant as Specified in its Charter)



(State or Other Jurisdiction of Incorporation)


(Commission File Number)


(I.R.S. Employer Identification Number)


2000 Sierra Point Parkway

Suite 500
Brisbane, California 94005


(650) 238-9600

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)



(Former name or former address, if changed since last report)



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 (see General Instruction A.2. below):


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


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


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


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


Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933(§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company              o


If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.                o





Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.


The disclosure under Item 8.01 of this current report on Form 8-K is incorporated by reference.


Item 8.01. Other Events.


On January 9, 2018, the Board of Directors of Innoviva, Inc. (the “Company”) approved the extension of the deadline for stockholders to nominate directors and to propose other business to be considered at the Company’s 2018 annual meeting of stockholders (the “2018 Annual Meeting”) from February 4, 2018 to February 19, 2018. Any director nominations or proposals of other business received by the Company prior to the close of business on February 19, 2018, and otherwise complying with the Company’s Amended and Restated Bylaws, will be considered timely.  This waiver and extension of the advance notice deadline is applicable only for the 2018 Annual Meeting.






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







Date: January 10, 2018


/s/ Eric d’Esparbes



Eric d’Esparbes



Chief Financial Officer