Mylan NV (>> Mylan NV) defended Chairman Robert Coury's role to ISS this week as the influential proxy firm prepares to advise shareholders on how they should vote on the re-election of Coury and other directors, according to a letter the drugmaker released on Wednesday.
New York City and State pension funds and the California Teachers' Retirement System are urging shareholders to vote on June 22 against Coury and five other directors. The funds cite the board's poor oversight of Coury's high pay package, investigations into how much it charged the government and consumers for its EpiPen emergency allergy treatment business and a takeover offer.
The investors, who hold 4.3 million shares, said Mylan walked away from a deal with rival Teva International Industries Ltd (>> Teva Pharmaceutical Industries Limited)<TEVA.N> in 2015, causing shares to lose value.
ISS is preparing to issue a report on the vote, and Mylan's letter was aimed in part at convincing the firm that it should let it see a copy before publication.
ISS spokesman Subodh Mishra said the advisory firm would not do so, which it said is typical in controversial situations.
"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 pre-publication review,” Mishra said.
Mylan met with ISS on Monday and discussed the role of Coury in growing the company, according to the letter, and defended his compensation, which was more than $97 million in 2016.
Mylan also defended its dealings with Teva, saying it "never" received an offer from the Israeli drugmaker.
Teva said in an open letter in April 2015 it would pay $82 per share in cash and stock, and Coury responded in a letter to Teva that the offer was too low and that the starting point for discussions was $100 per share.
Teva walked away in July 2015 after reaching a $40 billion deal for Allergan Plc's (>> Allergan, Inc.) generic unit. Mylan shares rose 0.5 percent to $38.74 on Wednesday.
Mylan has been the subject of federal and state investigations and agreed last fall to pay $465 million to settle U.S. Justice Department allegations it overcharged the government for EpiPens, although the agreement has not been finalized.
Last week, a government agency put out a report saying that Mylan may have overcharged the government by $1.27 billion.
(Reporting by Caroline Humer in New York; Editing by Jeffrey Benkoe and Diane Craft)