INNOVIVA, INC. : Submission of Matters to a Vote of Security Holders (form 8-K)

Item 5.07. Submission of Matters to a Vote of Security Holders.

At the Annual Meeting of Stockholders held on April 25, 2022 (the "Meeting"), the stockholders of Innoviva, Inc. ("Innoviva") elected six members to our board of directors, each for a one-year term expiring at the annual meeting of stockholders in 2023, as follows:

                                                                    Number of
                                                Number of          Shares Voted
                                              Shares Voted          Against or            Broker
Members                                            For              Abstained           Non-Votes
George W. Bickerstaff, III                       50,745,979           2,558,550           5,086,227
Deborah L. Birx, M.D.                            51,853,924           1,450,605           5,086,227
Mark DiPaolo, Esq.                               50,813,768           2,490,761           5,086,227
Jules Haimovitz                                  50,991,722           2,312,807           5,086,227
Odysseas D. Kostas, M.D.                         50,832,576           2,471,953           5,086,227
Sarah Schlesinger, M.D.                          36,571,446           16,733,083          5,086,227

At the Meeting, our stockholders next approved on a non-binding advisory basis, Innoviva's 2021 executive compensation (the "Say-on-Pay Proposal"). The vote for such approval was 51,473,540 shares for, 1,726,447 shares against, 104,542 shares abstaining, and 5,086,227 shares of broker non-votes.

Also at the Meeting, our stockholders ratified the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022. The vote for such ratification was 58,024,288 shares for, 343,209 shares against, 23,259 shares abstaining and no broker non-votes.

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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: April 28, 2022 INNOVIVA, INC.

                     By: /s/ Pavel Raifeld
                         Pavel Raifeld
                         Chief Executive Officer

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