Influential proxy advisory firm Institutional Shareholder Services (ISS) is gearing up to advise Mylan shareholders how they should vote in its upcoming board election—namely the reelection of controversial Chairman Robert Coury and other entrenched directors. But it won’t tell Mylan which way it’s leaning.
Wednesday, the drugmaker released a letter aimed, in part, at convincing ISS to hand over a copy of its recommendation before it went live. But ISS wouldn’t budge.
"We believe that the pending ‘vote no’ campaign led by certain Mylan shareholders creates a contentious/controversial situation and so ISS is not providing Mylan with a prepublication review,” a company spokesman told the news service.
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Ahead of a June 22 vote allowing shareholders to pass judgment on Coury and five other directors on Mylan’s board, New York City and State pension funds and the Teachers' Retirement System are working to convince shareholders to vote no. Among the reasons behind their opposition: poor oversight of Coury’s sky-high pay package, which tallied $97 million last year.
That’s not all the two funds are unhappy about, though. As rationale for the boardroom shakeup, they’ve also cited investigations into how much Mylan charged the government for its EpiPen and a nixed takeover offer from Teva.
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Mylan, meanwhile, has made other efforts to grab ISS’ favor, meeting with the influential shareholder adviser on Monday to chat about Coury’s role in growing the company and make the case for his compensation, the drugmaker’s letter says. In response to the Teva complaints, Mylan says it “never” fielded an offer from the Israeli generics giant.
After shooting down the $82 per share Teva proposed in an open letter in 2015, Coury urged Teva to either “stop playing games” and launch a more formal approach, or walk away. After word got out that Teva was planning to proceed with an offer, it abruptly dropped that plan, instead jumping at an opportunity to snag Allergan’s generics unit for $40 billion-plus.