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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A INFORMATION


Proxy Statement Pursuant to Section 14(a) of the


Securities Exchange Act of 1934


(Amendment No. )

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Definitive Proxy Statement
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Soliciting Material Pursuant to § 240.14a-12

Myovant Sciences Ltd.


(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement if Other Than the Registrant)

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LOGO

Suite 1, 3rd Floor


11-12 St. James’s Square


London

SW1Y 4LB


United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS


To Be Held on August 23, 2019

September 15, 2020

Dear Shareholder:

You are cordially invited to attend the Myovant Sciences Ltd. 20192020 Annual General Meeting of Shareholders or the Annual Meeting.(the “Annual Meeting”). The Annual Meeting will be held as a virtual meeting on Tuesday, September 15, 2020, at the Offices of Vistra UK Limited, 3rd Floor,11-12 St. James’s Square, London SW1Y 4LB,5:00 p.m. United Kingdom local time. You can attend the Annual Meeting via a live interactive webcast on Friday, August 23, 2019,the internet at 8:30 a.m. local timewww.virtualshareholdermeeting.com/MYOV2020 where you will be able to participate in the meeting live, submit questions (before and during the meeting) and vote online.
The Annual Meeting will be held for the following purposes:

1. To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Myrtle Potter, Vivek Ramaswamy, Kathleen Sebelius, Lynn Seely, M.D., and Frank Torti, M.D. to servepurposes, as directors for aone-year term.

2. To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2020, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2020, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2020.

3. To approve, on an advisory basis, the compensation of our named executive officers, asmore fully described in the Proxy Statement accompanying this Notice.

4. To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our named executive officers.

notice:

1.
To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Kathleen Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term.
2.
To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021.
3.
To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement accompanying this Notice.
To conduct any other business properly brought before the Annual Meeting. We will also lay before the Annual Meeting our audited financial statements as of and for our fiscal year ended on March 31, 2019,2020, pursuant to the provisions of the Bermuda Companies Act 1981, as amended, and our FourthFifth Amended and RestatedBye-laws.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is Monday, July 1, 2019.20, 2020. Only shareholders of record at the close of business on that date are entitled to notice of and may vote at the Annual Meeting or any adjournment thereof.

Important Notice Regarding the Availability of Proxy Materials for


the Annual General Meeting of Shareholders

to
To Be Held Virtually at www.virtualshareholdermeeting.com/MYOV2020 on Friday, August 23, 2019,Tuesday, September 15, 2020, at 8:30 a.m.5:00 P.M. United Kingdom Local Time at the Offices of

Vistra UK Limited, 3rd Floor,11-12 St. James’s Square, London SW1Y 4LB, United Kingdom.

The Proxy Statement and Annual Report to Shareholders


are available at http://www.proxyvote.com, and on our website at
https://myovant.gcs-web.com/corporate-governance/documents-and-charters.

By Order of the Board of Directors

LOGO


Lynn Seely, M.D.


Principal Executive Officer


London, United Kingdom


July 25, 2019

24, 2020

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You are cordially invited to attend the Annual Meeting via a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/MYOV2020. Whether or not you expect to attend the Annual Meeting, please ensure your representation at the Annual Meeting by voting virtually at the Annual Meeting, voting by proxy over the Internet or by telephone, or voting by proxy by using a proxy card that you may request or that we may elect to deliver to you at a later time. Even if you have voted by proxy, you may still vote during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020 if you attend the Annual Meeting. If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

PROXY STATEMENT
FOR THE 2020 ANNUAL GENERAL MEETING OF SHAREHOLDERS
To Be Held Virtually on Tuesday, September 15, 2020 at 5:00 P.M. United Kingdom Local Time at
www.virtualshareholdermeeting.com/MYOV2020
MEETING AGENDA
Proposal No.
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Proposal
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Board Vote
Recommendation
1
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To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Kathleen Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term
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For each Myovant
director nominee
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2
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To ratify the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021
​​
For
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3
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To approve, on an advisory basis, the compensation of our named executive officers, as described in the Proxy Statement accompanying this Notice
​​
For

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QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

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1

PROPOSAL 1 ELECTION OF DIRECTORS

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INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

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PROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM, APPOINTMENT OF AUDITOR FOR STATUTORY PURPOSES AND AUTHORIZATION FOR THE BOARD TO SET AUDITOR REMUNERATION

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PROPOSAL 3 ADVISORY VOTE ON EXECUTIVE COMPENSATION

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PROPOSAL  4 ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE

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EXECUTIVE OFFICERS

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE; DELINQUENT SECTION 16(a) REPORTS

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DIRECTOR COMPENSATION

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EXECUTIVE COMPENSATION

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EQUITY COMPENSATION PLAN INFORMATION

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TRANSACTIONS WITH RELATED PERSONS

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HOUSEHOLDING OF PROXY MATERIALS

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OTHER MATTERS

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ANNUAL REPORTS

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You are cordially invited to attend the Annual Meeting in person. Whether or not you expect to attend the Annual Meeting, please ensure your representation at the Annual Meeting by completing, signing and dating the enclosed proxy card and returning it in the accompanying postage-paid envelope, or voting over the Internet or telephone. Even if you have voted by proxy, you may still vote in person if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank, or other agent and you wish to vote at the Annual Meeting, you must obtain a proxy issued in your name from that record holder.

LOGO

Suite 1, 3rd Floor

11-12 St. James’s Square

London

SW1Y 4LB

United Kingdom

PROXY STATEMENT

FOR THE 2019 ANNUAL GENERAL MEETINGTABLE OF SHAREHOLDERSCONTENTS

to Be Held on August 23, 2019

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why amdid I receiving these materials?

Wereceive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you these proxy materialsa Notice of Internet Availability of Proxy Materials (the “Notice”) because the Board of Directors or the Board, of Myovant Sciences Ltd., (“Myovant,” “we,” “us,” or Myovant,“our”) is soliciting your proxy to vote at the 20192020 Annual General Meeting of Shareholders or the Annual Meeting,(the “Annual Meeting”), including at any adjournments or postponements of the Annual Meeting. You are invitedAll shareholders will have the ability to attendaccess the Annual Meeting to voteproxy materials on the proposals describedwebsite referred to in this Proxy Statement. However, you do not needthe Notice or request to attendreceive a printed set of the Annual Meetingproxy materials. You may find instructions on how to vote your shares. Instead, you may simply complete, sign and returnaccess the enclosed proxy card, or votematerials over the Internet or telephone as described below.

to request a printed copy in the Notice.

We intend to mail these proxy materialsthe Notice on or about July 26, 2019,24, 2020, to all shareholders of record entitled to vote at the Annual Meeting.

Why are you holding a virtual Annual Meeting?
The Annual Meeting will be held solely in a virtual format, which will be conducted via a live video webcast and online shareholder tools. We have created and implemented the virtual format in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully and equally from any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. A virtual Annual Meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information more quickly, while saving Myovant and our shareholders time and money. We also believe that the online tools we have selected will increase shareholder communication. For example, the virtual format allows shareholders to communicate with us in advance of, and during, the Annual Meeting so they can ask us questions.
Will I receive any other proxy materials by mail?
We may send you a proxy card, along with a second Notice, on or after August 3, 2020.
Where and when will the Annual Meeting be held?

The Annual Meeting will be held as a virtual meeting on Friday, August 23, 2019,Tuesday, September 15, 2020, at 8:30 a.m.5:00 p.m. United Kingdom local time at the Offices of Vistra UK Limited, 3rd Floor,11-12 St. James’s Square, London SW1Y 4LB, United Kingdom. Directions totime. You can attend the Annual Meeting mayvia a live interactive webcast on the internet at www.virtualshareholdermeeting.com/MYOV2020 where you will be found by visitinghttps://www.vistra.com/locations/europe/united-kingdom. Information on howable to participate in the meeting live, submit questions (before and during the meeting) and vote online. To participate in person at the Annual Meeting is discussed below.

online, you will need the control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 5:00 p.m. United Kingdom local time. If you intend to attend the Annual Meeting live, we encourage you to access the meeting prior to the start time. Online check-in will begin at 4:45 p.m. United Kingdom local time and you should allow sufficient time for the check-in procedures.

Who can vote at the Annual Meeting?

Only shareholders of record

Shareholders at the close of business on Monday, July 1, 2019, or20, 2020, the Record Date, will be entitled to vote at the Annual Meeting. On the Record Date, there were 89,622,62690,142,185 common shares outstanding and entitled to vote.

Shareholder of Record: Common Shares Registered in Your Name

If, on Monday, July 1, 2019,20, 2020, your common shares were registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, then you are a shareholder of record. As a shareholder of record, you may vote in personvirtually at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the enclosedvote by proxy card or vote over the Internet or by telephone, or vote by proxy by using a proxy card that you may request or that we may elect to deliver to you at a later time, to ensure your vote is counted.
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Beneficial Owner: Common Shares Registered in the Name of a Broker, Bank, or Bank

Agent

If, on Monday, July 1, 2019,20, 2020, your common shares were held, not in your name, but rather in an account at your broker, bank, or other agent, then you are the beneficial owner of shares held in “street name” and these proxy materials arethe Notice is being forwarded to you by that organization. The organization holding your account is considered to be the shareholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank, or other agent regarding how to vote the shares in your account. You aremay also invited to attend the Annual Meeting. However, since you are notMeeting and vote virtually during the shareholderlive webcast of record, you may not vote your common shares in person at the meeting unless you request and obtain a valid proxy from your broker, bank, or other agent.

Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020.

What am I voting on?

There are fourthree matters scheduled for a vote:

1.
1.

To elect the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Vivek Ramaswamy, Kathleen Sebelius and Lynn Seely, M.D. and Frank Torti, M.D., to serve as directors for aone-year term;

2.
2.

To ratify the selection by the Audit Committee of the Board of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2020,2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, or the Companies Act,(the “Companies Act”) for our fiscal year ending March 31, 2020,2021, and to authorize the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2020;

2021; and

3.
3.

To approve, on an advisory basis, the compensation of our named executive officers, as described in this Proxy Statement; and

Statement.

4.

To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of our named executive officers.

In addition to the fourthree matters scheduled for a vote, in accordance with the Companies Act and Section 71 of our FourthFifth Amended and RestatedBye-laws or theBye-laws, (the “Bye-laws”), our audited financial statements as of and for our fiscal year ended on March 31, 2019,2020, will be laid before the Annual Meeting. These financial statements were audited by Ernst & Young LLP. The Audit Committee and the Board have approved these financial statements. There is no requirement under Bermuda law that these statements be approved by shareholders and no such approval will be sought at the Annual Meeting. Copies of these proxy materials have been provided to Ernst &Young LLP, our auditor for our fiscal year ended on March 31, 2019,2020, as required by the Companies Act.

What if another matter is properly brought before the Annual Meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in this Proxy Statement to vote on those matters in accordance with their best judgment.

How do I vote?

For Proposal 1, you may vote “For” all seven of the nominees to the Board, you may vote “Against” for any nominee you specify or you may abstain from voting. For Proposals 2 and 3, you may vote “For” or “Against” or abstain from voting. For Proposal 4, you may vote for “every One Year,” “every Two Years,” or “every Three Years” or you may abstain from voting. The procedures for voting are described below.

Shareholder of Record: Common Shares Registered in Your Name

If you are a shareholder of record, you may vote in personvirtually at the Annual Meeting, vote by proxy usingover the enclosed printed proxy card, voteInternet or by proxy over the telephone, or vote by proxy over the Internet.by using a proxy card that you may request or that we may elect to deliver to you at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting and vote in personvirtually during the live webcast of the Annual Meeting even if you have already voted by proxy.

To vote in person, comeby attending and voting at the virtual Annual Meeting, access the meeting prior to the start time (online check-in will begin at 4:45 p.m. United Kingdom local time and you should allow sufficient time for the check-in procedures) at www.virtualshareholdermeeting.com/MYOV2020, where shareholders may vote and submit questions before and during the Annual Meeting and we will give you a ballot(have your Notice or proxy card in hand when you arrive.

visit the website).
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To vote using the encloseda proxy card, which you may request or we may elect to deliver to you, simply complete, sign and date the enclosed proxy card and return it promptly in the accompanying postage-paid envelope.envelope provided with the proxy card. If you return your signed proxy card to us before the Annual Meeting, we will vote your shares as you direct. If you vote over the Internet or telephone, you are not required to mail youra proxy card.

To vote over the telephone, dial toll-free1-800-690-6903 using a touch-tone phone and follow the recorded instructions. You will be asked to provide the vote control number from the proxy card.Notice. Have your proxy cardNotice in hand when you call and follow the instructions. Your vote must be received by 11:59 p.m. Eastern Time on August 21, 2019,September 13, 2020, to be counted.

To vote over the Internet, go to http://www.proxyvote.com to complete an electronic proxy card. You will be asked to provide the vote control number from the proxy card.Notice. Have your proxy cardNotice in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. Your vote must be received by 11:59 p.m. Eastern Time on August 21, 2019,September 13, 2020, to be counted.

Beneficial Owner: Common Shares Registered in the Name of Broker, Bank, or Bank

Agent

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a Notice containing voting instruction form with these proxy materialsinstructions from that organization rather than from Myovant. Simply complete and mailfollow the voting instruction forminstructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker, bank, or other agent. To vote in person at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank, or other agent included with these proxy materials, or contact your broker, bank, or other agent to request a proxy form.

You may also attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020.

Internet proxy voting is provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

How many votes do I have?

On each matter to be voted upon, you have one vote for each common share you owned as of the close of business on Monday, July 1, 2019.

20, 2020.

What happens if I do not vote?

Shareholder of Record: Common Shares Registered in Your Name

If you are a shareholder of record and do not vote in person atvirtually during the live webcast of the Annual Meeting, do not complete and deliver youra proxy card or vote over the Internet or telephone, your shares will not be voted.

Beneficial Owner: Common Shares Registered in the Name of Broker, Bank, or Bank

Agent

If you are a beneficial owner and do not instruct your broker, bank, or other agent how to vote your shares, the question of whether your broker or nominee will still be able to vote your shares depends on whether the New York Stock Exchange or the NYSE,(the “NYSE”) deems the particular proposal to be a “routine” matter. Brokers and nominees can use their discretion to vote “uninstructed” shares with respect to matters that are considered to be “routine,” but not with respect to“non-routine” “non-routine” matters. Under the rules and interpretations of the NYSE,“non-routine” “non-routine” matters are matters that may substantially affect the rights or privileges of shareholders, such as mergers, shareholder proposals, elections of directors (even if not contested) and certain corporate governance proposals (even if management-supported). The election of directors the advisory vote on executive compensation and the advisory vote on frequency of future advisory votes on executive compensation are not considered to be routine matters. Accordingly, your broker, bank or other agent may not vote your shares on Proposals 1 3 and 43 without your instructions, but we believe may vote your shares on Proposal 2, even in the absence of your instructions.

What if I return a proxy card or otherwise vote, but do not make specific choices?

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable:

1.
1.

“For” Proposal 1, the election of all seven nominees for director; and

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2.
2.

“For” Proposal 2, the ratification of the selection of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2020,2021, the appointment of Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2020,2021, and the authorization for the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2020;

2021; and

3.
3.

“For” Proposal 3, an advisory vote approving the compensation of our named executive officers, as described in this Proxy Statement; and

Statement.

4.

With respect to Proposal 4, for a “Every One Year” frequency on future advisory votes on the compensation of our named executive officers.

If any other matter is properly presented at the meeting, your proxyholder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

Who is paying for this proxy solicitation?

We will pay for the entire cost of soliciting proxies. In addition to these proxy materials, our directors and employees may also solicit proxies in person, by telephone or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting proxies. We may also reimburse brokers, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What does it mean if I receive more than one set of proxy materials?

Notice?

If you receive more than one set of proxy materials,Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the proxy card in each set of proxy materialsNotice to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Shareholder of Record: Common Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

1.
1.

You may submit another properly completed proxy card with a later date.

2.
2.

You may grant a subsequent proxy by telephone or over the Internet.

3.
3.

You may send a timely written notice that you are revoking your proxy to Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

4.
4.

You may attend the Annual Meeting and vote in person.virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020. Simply virtually attending the Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card, or vote over the Internet or telephone, is the one that is counted.

Beneficial Owner: Common Shares Registered in the Name of Broker or Bank

If your shares are held by your broker or bank as a nominee or agent, you should follow the instructions provided by your broker or bank.

You may also attend the Annual Meeting and vote virtually during the live webcast of the Annual Meeting by visiting www.virtualshareholdermeeting.com/MYOV2020.

When are shareholder proposals and director nominations due for next year’s Annual General Meeting of Shareholders?

To be considered for inclusion in theour proxy materials for next year’s annual general meeting of shareholders, your proposal must be submitted in writing by March 28, 2020,26, 2021, to our Corporate Secretary at Myovant Sciences Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. Any member submitting a shareholder proposal to be included in our proxy statement must comply with the provisions of SEC rule14a-8. A member need not be an “Eligible Member” (as defined below) to submit a shareholder proposal to be included in our proxy statement.

If you wish to nominate an individual for election, or bring business other than through a shareholder proposal, before the next year’s annual general meeting of shareholders that is not to be included in next year’s
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proxy materials pursuant to the shareholder proposal procedures under the rules and regulations of the Securities and Exchange Commission, or the SEC, you must deliver your notice to our Corporate Secretary at the address mentioned above no earlier than April 25, 2020,May 18, 2021, and no later than May 25, 2020;June 17, 2021; provided that if the date of the annual general meeting of shareholders is earlier than July 24, 2020,August 16, 2021, or later than September 22, 2020,October 15, 2021, you must submit your proposal to the address mentioned above not later than ten days following the earlier of the date on which notice of the annual general meeting was posted to our shareholders or the date on which public disclosure of the date of the annual general meeting was made. In any of the scenarios mentioned in this paragraph, you must be an Eligible Member (as described below and in theBye-laws) to submit a proposal, and the notice to the Corporate Secretary must set forth the information specified in theBye-laws.

For more information, and for the detailed requirements and definitions, please refer to theBye-laws filed as Exhibit 3.43.3 to our Annual Report on Form10-K for our year ended on March 31, 2019,2020, filed with the SEC on May 24, 2019.18, 2020. An “Eligible Member” is generally defined to mean a shareholder whose Controlled Sharesof record that, together with our shares of held by our affiliates (as described below)in the Bye-laws), owns of record shares that constitute threefive percent (3%(5%) or more of the voting power of all of our issued shares of Myovant that are eligible to vote at a general meeting and who has held such shares for at least three (3) years or (ii) a group of not more than twenty (20) shareholders whose Controlled Shares that, in each case, have been held for at least three (3) years constitute, in aggregate, three percent (3%) or more of the voting power of all of our issued shares that are eligible to vote at a general meeting. As provided inthe Bye-laws, “Controlled Shares” means all shares of the Company directly, indirectly or constructively owned by a person as determined pursuant to sections 957 and 958 of the United States Internal Revenue Code of 1986, as amended, or the Code, and the Treasury Regulations promulgated thereunder.

years.

How are votes counted?

Votes will be counted in the first instance on a show of hands. If a poll is demanded, however, in accordance with theBye-laws, a poll vote will be taken by ballot. With respect to Proposals 1 and 3, votes “For” and “Against” and abstentions and brokernon-votes will be separately counted. With respect to Proposal 2, votes “For” and “Against” and abstentions will be separately counted. With respect to Proposal 4, votes for frequencies of “every One Year”, “every Two Years” or “every Three Years”, abstentions and brokernon-votes will be separately counted.

What are “brokernon-votes”?

As discussed above, when a beneficial owner of shares held in “street name” does not give instructions to the broker or nominee holding the shares as to how to vote on matters deemed by the NYSE to be “non-routine” (“non-routine”e.g. (e.g., election of directors), the broker or nominee cannot vote the shares. These unvoted shares are counted as “brokernon-votes.”

How many votes are needed to approve each proposal?

For Proposal 1,

The following table summarizes the electionminimum vote needed to approve each proposal and the effect of directors, the seven nominees receiving the most “For” votes cast will be the seven nominees elected. Proposals 2 and 3 will be decided by the affirmative votes of a majority of the votes cast in accordance with theBye-laws; only votes “For” or “Against” will affect the outcome. Proposal 4, the advisory vote on frequency on future advisory votes on the compensation of our named executive officers, will be determined by a plurality of the votes cast, i.e. the frequency receiving the most votes will be deemed the frequency preferred by our shareholders. For all proposals, abstentions and brokernon-votes are not considered to be votes cast and therefore will have no effect. non-votes.
Proposal
Number
​​
Proposal Description
​​
Vote Required for
Approval
​​
Effect of
Abstentions
​​
Effect of
Broker Non-
Votes
1
​​
Election of the Board’s seven nominees for director, Terrie Curran, Mark Guinan, Adele Gulfo, Hiroshi Nomura, Myrtle Potter, Kathleen Sebelius and Lynn Seely, M.D., to serve as directors for a one-year term
​​
For each director to be elected, “For” votes from a majority of shares cast
​​
Against
​​
No effect
2
​​
Ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for our fiscal year ending March 31, 2021, and to authorize the Board of Directors, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2021
​​
“For” votes from a majority of shares cast
​​
Against
​​
No effect
3
​​
Approval, on an advisory basis, of the compensation of our named executive officers, as described in this Proxy Statement
​​
“For” votes from “a majority of shares cast
​​
Against
​​
No effect
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What is the quorum requirement?

A quorum of shareholders is necessary to hold a valid meeting. A quorum will be present if two or more persons are present at the start of the Annual Meeting and represent in person or by proxy in excess of 50% of our total issued voting shares. On the Record Date, there were 89,622,62690,142,185 common shares outstanding and entitled to vote. Therefore, the holders of more than 44,811,314at least 45,071,093 common shares must be present in personvirtually or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote in person atduring the live webcast of the Annual Meeting. Abstentions and brokernon-votes will be counted towards the quorum requirement. If, within half an hour from the time appointed for the Annual Meeting, a quorum is not present, then the meeting will stand adjourned to the same day one week later, at the same time and place or to such other day, time or place as the Corporate Secretary may determine. Unless the meeting is adjourned to a specific date, place and time announced at the Annual Meeting being adjourned, fresh notice of the date, place and time for the resumption of the adjourned meeting will be given to each shareholder entitled to attend and vote thereat in accordance with theBye-laws.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results will be announced at the Annual Meeting. In addition, final voting results will be published in a Current Report on Form8-K that we expect to file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Current Report on Form8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form8-K to publish the final results.
Is Myovant a “controlled company?”
For almost all of 2019, Roivant Sciences Ltd. (“Roivant”), our former controlling shareholder, held almost 50% of our outstanding common shares.
On October 31, 2019, Roivant, Sumitomo Dainippon Pharma, Co., Ltd. (“Sumitomo Dainippon Pharma”), Sumitovant Biopharma Ltd. (formerly known as Vant Alliance Ltd, “Sumitovant”), and certain subsidiaries of Roivant, entered into a Transaction Agreement (the “Roivant-Sumitomo Agreement”) which, among other things, provided for Sumitomo Dainippon Pharma to acquire all of our outstanding common shares held by Roivant. On December 27, 2019, the closing of the transactions contemplated by the Roivant-Sumitomo Agreement (the “Roivant-Sumitomo Closing”) occurred and, as a result, all of our outstanding common shares held directly or indirectly by Roivant and not already held by Sumitovant were transferred to Sumitovant, and Roivant transferred all of the outstanding equity of Sumitovant to Sumitomo Dainippon Pharma, resulting in Sumitovant directly, and Sumitomo Dainippon Pharma indirectly, owning a majority of our outstanding common shares on December 27, 2019. As a result of the transfer of these common shares, Roivant no longer beneficially owns any of our common shares. In connection with the Roivant-Sumitomo Closing, we, Sumitomo Dainippon Pharma and Sumitovant entered into an Investor Rights Agreement, dated December 27, 2019 (the “Investor Rights Agreement”), providing for certain corporate governance matters relating to our relationship with Sumitomo Dainippon Pharma and Sumitovant, as more fully described in the section of this proxy statement titled “Transactions With Related Persons.”
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PROPOSAL 1

ELECTION OF DIRECTORS

The Board currently consists of seven directors. Each of the nominees listed below is a current director who was previously elected by our shareholders, other than Myrtle PotterAdele Gulfo and Frank Torti, M.D.,Hiroshi Nomura, who were appointed by the Board in accordance withon December 27, 2019 pursuant to theBye-laws on September 20, 2018 terms of the Investor Rights Agreement by and November 6, 2018, respectively, based on the recommendation by the Nominatingamong us, Sumitomo Dainippon Pharma and Corporate Governance Committee.Sumitovant. Each of Ms. PotterGulfo and Dr. TortiMr. Nomura was initially recommendeddesignated as a director candidate by our controlling shareholder, Roivant Sciences Ltd., or RSL.Sumitovant. If elected at the Annual Meeting, each of these nominees would serve aone-year term.

The seven nominees receivingaffirmative vote of a majority of shares cast in accordance with the most “For” votes willBye-laws is required for a director nominee to be elected as directors.elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the seven nominees named below. If any nominee becomes unavailable for election as a result of an unexpected occurrence, shares that would have been voted for that nominee will instead be voted for the election of a substitute nominee proposed by Myovant.Myovant following the procedures in our Bye-laws and as may be required by the terms of the Investor Rights Agreement. Each person nominated for election has agreed to serve if elected. Our management has no reason to believe that any nominee will be unable to serve.

The following table identifies the nominees for election and the continuing members of the Board, as well as any position they hold at Myovant, any committee membership and their ages as of July 1, 2019:

          Committee Membership

Name

    Age   

Position

 Director
Since		    Audit    Compensation  Nominating
and
Corporate
Governance

Terrie Curran

  50 Director 2016   ✓   ✓   ✓*

Mark Guinan

  57 Director 2018   ✓*   ✓   ✓

Myrtle Potter

  60 Chairman of the Board, Director 2018         

Vivek Ramaswamy

  33 Director 2016         

Kathleen Sebelius

  71 Lead Independent Director 2016   ✓   ✓*   ✓

Lynn Seely, M.D.

  60 Director and Principal Executive Officer 2016         

Frank Torti, M.D.

  40 Director 2018         

20, 2020:
 
​​
 
​​
 
​​
 
​​
Committee Membership
Name
​​
Age
​​
Position
​​
Director Since
​​
Audit
​​
Compensation
​​
Nominating
and
Corporate
Governance
Terrie Curran
​​
51
​​
Director
​​
2016
​​
✓
​​
✓
​​
✓*
Mark Guinan
​​
58
​​
Director
​​
2018
​​
✓*
​​
​​
Adele Gulfo
​​
57
​​
Director
​​
2019
​​
​​
​​
✓
Hiroshi Nomura
​​
62
​​
Director
​​
2019
​​
​​
✓
​​
Myrtle Potter
​​
61
​​
Chairman of the Board, Director
​​
2018
​​
​​
​​
✓
Kathleen Sebelius
​​
72
​​
Lead Independent Director
​​
2016
​​
✓
​​
✓*
​​
Lynn Seely, M.D.
​​
61
​​
Director and Principal Executive Officer
​​
2016
​​
​​
​​
*

Chairperson of the Committee

We had the following changes in the Board during our fiscal year ended on March 31, 2019:

2020:

In July 2018, Wayne DeVeydt,On December 27, 2019, Vivek Ramaswamy and Frank Torti, who served as a member of the Board, as our Lead Independent Director, as chairperson of the Audit Committee and as a member of the Compensation Committee, resigned from the Board and was replaced on the Board by Mr. Guinan, who also became the chairperson of the Audit Committee and a member of the Compensation Committee, and Ms. Sebelius became our Lead Independent Director.

In September 2018, Keith Manchester, M.D., who served as a member of the Board and a member of the Nominating and Corporate Governance Committee, resigned from the Board, and was replaced on the Board by Ms. Potter, and Mr. Guinan became a member of the Nominating and Corporate Governance Committee.

In November 2018, Mark Altmeyer, who served as a membermembers of the Board, resigned from the Board and were replaced by Adele Gulfo and Hiroshi Nomura.

On January 23, 2020, Mark Guinan and Kathleen Sebelius, who had been serving as members of the Nominating and Corporate Governance Committee, were replaced on the Nominating and Corporate Governance Committee by Adele Gulfo and Myrtle Potter.
On January 23, 2020, Mark Guinan who had been serving as a member of the Compensation Committee, was replaced on the BoardCompensation Committee by Dr. Torti, and Ms. Potter replaced Mr. Ramaswamy as the Chairman of the Board.

Hiroshi Nomura.
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DIRECTORS WHO STAND FOR ELECTIONAT THIS ANNUAL MEETING

Directors Who Stand For Election at This Annual Meeting
Following is a brief biography of each nominee for election.

Terrie Curran.Ms. Curran has served as a member of the Board since November 2016. Since April 1, 2017,September 2019, Ms. Curran has served as the Chief Executive Officer at Phathom Pharmaceuticals, Inc., a pharmaceutical company. From April 2017 to September 2019, Ms. Curran served as President, Global Inflammation and Immunology (I&I) Franchise of Celgene Corporation, an American biotechnology company that discovers, develops and commercializes medicines for cancer and inflammatory disorders. Previously, she was Head of Worldwide Markets for the I&ICelgene’s Global Inflammation and Immunology Franchise. Ms. Curran joined Celgene in 2013 as the U.S. Commercial Head of the I&IGlobal Inflammation and Immunology Franchise and built the capabilities and recruited the teams that executed the successful U.S. launch of OTEZLA®. Before Celgene, she served as Senior Vice President and General Manager — Global Women’s Health business at Merck and Co., Inc. At Merck, she was responsible for all commercial activities within the global business and led a number of successful global product launches. Prior to Merck, Ms. Curran was a General Manager at Schering-Plough where she successfully launched Remicade in Switzerland and Australia. Ms. Curran currently serves as a member of the board of directors of Phathom Pharmaceuticals. From March 2014 to March 2017, Ms. Curran served as a director of H. Lundbeck A/S, a global pharmaceutical company specialized in psychiatric and neurological disorders. Ms. Curran received her B.S. and Graduate Diploma of Marketing degrees from the University of Technology in Sydney, Australia. We believe that Ms. Curran’s extensive leadership experience and knowledge of the life sciences industry qualifies her to serve on the Board.

Mark Guinan.Mr. Guinan has served as a member of the Board since July 2018. Since July 2013, Mr. Guinan has served as the Executive Vice President and Chief Financial Officer at Quest Diagnostics Incorporated, a provider of diagnostic information services. From 2010 to 2013, he served as Chief Financial Officerfor Hill-Rom Holdings Inc., a manufacturer and provider of medical technologies and related services for the health care industry. Previously, he served in a number of finance and operations roles in a long career at Johnson & Johnson including from 2009 to 2010 as Vice President, Chief Procurement Officer, and 2005 to 2009 as Vice President, Group Finance Pharmaceuticals. Before joining Johnson & Johnson in 1997, he held a number of financial roles at Procter & Gamble. Mr. Guinan received his B.A. in Economics from the University of Notre Dame and his M.B.A. from Olin Business School at the Washington University in St. Louis. We believe that Mr. Guinan’s substantial executive management, business development and finance experience qualify him to serve on the Board.
Adele Gulfo. Ms. Gulfo has served as our Interim Chief Commercial Officer since May 2020 and has served as Chief Business and Commercial Development Officer at Sumitovant Biopharma, Inc., a biopharmaceutical company and a subsidiary of Sumitovant, since December 2019, in which capacity she is responsible for overseeing global business development and commercialization activities across a diverse pipeline. Sumitovant, formed as a wholly-owned subsidiary of Sumitomo Dainippon Pharma, operates five biopharmaceutical companies acquired from Roivant, our former controlling shareholder, in December 2019 and is our majority shareholder. From May 2018 to December 2019, Ms. Gulfo served as Chief of Commercial Development at Roivant, a pharmaceutical company, in which capacity she was responsible for directing business development activities and overseeing commercialization strategies. Prior to joining Roivant in May 2018, Ms. Gulfo served as Executive Vice President and Head of Global Commercial Development for Mylan N.V., a global pharmaceuticals company, from January 2014 to January 2018, in which capacity she was responsible for developing and implementing strategies of marketing and commercialization of biosimilars, branded generic, and specialty pharmaceutical products. Before joining Mylan, Ms. Gulfo spent five years at Pfizer Inc. in a number of executive positions, including President and General Manager, U.S. Primary Care. She also ran Commercial Operations and the Managed Markets organization across Pfizer’s biopharmaceutical business in the U.S. Prior to joining Pfizer, she held several executive positions at AstraZeneca Pharmaceuticals and at the Parke-Davis division of Warner-Lambert (which later merged with Pfizer), and, as the Senior Director, Cardiovascular Marketing for that company, she launched Lipitor, the best-selling pharmaceutical product. Ms. Gulfo currently serves on the board of directors of EnPro Industries, Inc., a company producing proprietary engineered industrial products, and Medexus Pharmaceuticals, Inc., a pharmaceutical company. From June 2015 to June 2019, Ms. Gulfo served on the board of directors of Bemis Company, Inc., a manufacturing company. Ms. Gulfo also serves on the Innovation Growth Board for Partners Healthcare and is an advisor for Springboard Life Sciences. Ms. Gulfo received her B.S. in Biology from Seton Hall University, and her M.B.A. (with highest honors) in Marketing from Fairleigh Dickinson University-Florham Campus. She studied post-graduate Molecular Biology
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and began her career at the University of Medicine and Dentistry of New Jersey. Because of Ms. Gulfo’s experience in both pharmaceutical companies and commercial development roles, the Board believes that she is able to contribute valuable input to the Board on Myovant’s affairs.
Hiroshi Nomura. Mr. Nomura has served as President, Chief Executive Officer, and Representative Director of Sumitomo Dainippon Pharma, a pharmaceutical company based in Japan and the sole shareholder of Sumitovant since April 2018. Sumitovant was formed as a wholly-owned subsidiary of Sumitomo Dainippon Pharma that operates five biopharmaceutical companies acquired from Roivant in December 2019, and is our majority shareholder. Before serving at his current position, Mr. Nomura also served in a number of executive leadership roles at Sumitomo Dainippon Pharma, including as a member of the Board of Directors, Senior Executive Officer, Chief Finance Officer and Representative Director between April 2017 and April 2018, and as a member of the Board of Directors, Senior Executive Officer and Chief Finance Officer from April 2014 to April 2017. Before that, Mr. Nomura also held various other positions with increasing responsibilities at Sumitomo Dainippon Pharma from October 2005 to April 2014. Mr. Nomura currently serves on the boards of directors of Sumitomo Dainippon Pharma, Sumitovant, Boston Biomedical, Inc. and Tolero Pharmaceuticals, Inc., each a pharmaceutical company. He also served as Vice Chairman of the board of directors of Sunovion Pharmaceuticals Inc., a pharmaceutical company, from February 2011 to April 2014. Mr. Nomura received an economics degree from University of Tokyo. Because of Mr. Nomura’s extensive knowledge of biotech and pharmaceutical industry and management experience, we believe he is able to make valuable contributions to our Board.
Myrtle Potter.Potter. Ms. Potter has served as a member of the Board since September 2018 and has served as the Chairman of the Board since November 2018. Ms. Potter has served as the Chief Executive Officer of Sumitovant Biopharma, Inc., a biopharmaceutical company and a subsidiary of Sumitovant, since December 2019. From July 2018 to December 2019, Ms. Potter served as Vant Operating Chair of Roivant Sciences, Inc., a wholly-owned subsidiary of RSL, since July 2018. Ms. Potter founded Myrtle Potter & Company, LLC, a private healthcare and life sciences consultingadvisory firm, in September 2005, and served as the Chief Executive Officer until June 2018. From August 2009 until December 2014, Ms. Potter served as Founder and Chief Executive Officer of Myrtle Potter Media, Inc., a consumer healthcare company. From 2000 to 2004, Ms. Potter served as Chief Operating Officer at Genentech, Inc., a biopharmaceutical company, and from 2004 to 2005, she served as the President, Commercial Operations and Executive Vice President of Genentech. Prior to that, Ms. Potter held various positions, including President, Cardiovascular/Metabolics at Bristol-Myers Squibb and a vice president at Merck & Co. Ms. Potter currently serves on the boards of directors of Axovant Gene Therapies Ltd., Urovant Sciences Ltd., Arbutus Biopharma Corporation and Axsome Therapeutics, Inc., each a pharmaceutical company, Liberty Mutual Holding Company Inc., a diversified global insurance company, and a number of privately held companies. Ms. Potter previously served on the boards of directors of Axsome Therapeutics, Inc., a biopharmaceutical company, from June 2017 to June 2020, Immunovant, Inc., biopharmaceutical company, from December 2019 to February 2020, Axovant Gene Therapies Ltd., a biopharmaceutical company, from September 2018 to February 2020, Arbutus Biopharma Corporation, a pharmaceutical company, from October 2018 to February 2020, INSMED Incorporated, a biopharmaceutical company, from December 2014 to November 2018, Rite Aid Corporation, a leading drugstore chain, from December 2013 to October 2018, Everyday Health, Inc., a leading provider of digital health and wellness solutions, from October 2010 until its acquisition in December 2016, and Amazon.com, Inc., a leadinge-commerce company, from 2004 to 2009. She also served on the boards of directors of Medco Health Solutions Inc. and Express Scripts Holding Co., subsequent to its acquisition of Medco Health Solutions, as well as other privately held companies. Ms. Potter earned hera B.A. from the University of Chicago. We believeThe Board believes that Ms. Potter’s extensive operational experience leading biopharmaceutical companies and her expertise in commercializing prescription drugs qualifies her to serve as a member of the Board.

Vivek Ramaswamy.Mr. Ramaswamy has served as a member of the Board since September 2016 and served as the Chairman of the Board until November 2018. Mr. Ramaswamy is the founder of Roivant Sciences, a pharmaceutical development and healthcare technology company, and currently serves as Chief Executive Officer of Roivant Sciences, Inc., a position he has held since May 2014. From March 2015 to April 2017, Mr. Ramaswamy served as the Principal Executive Officer of Axovant Sciences Ltd., a biopharmaceutical company, and the Chief Executive Officer of its wholly owned subsidiary, Axovant Sciences, Inc. From August 2007 to May 2014, Mr. Ramaswamy was a member of the investment team at QVT Financial LP., a privately-owned investment firm. In addition, in 2007,Mr. Ramaswamy co-founded and served as the President of Campus Venture Network, Inc., a technology company that was acquired in 2009. Mr. Ramaswamy currently serves as a director of RSL, our controlling shareholder, and previously served as a director and Chairman of the Board of Axovant Sciences Ltd. and Arbutus Biopharma Corporation, each a pharmaceutical company. Mr. Ramaswamy received his A.B. in Biology from Harvard College and his J.D. from Yale Law School. We believe that Mr. Ramaswamy’s experience as Chief Executive Officer of Roivant Sciences, Inc. and as a current director of RSL and former director of several publicly traded pharmaceutical companies, as well as his experience as a life sciences investor, qualify him to serve on the Board.

Kathleen Sebelius.Ms. Sebelius has served as a member of the Board since September 2016 and currently serves as our Lead Independent Director. From April 2009 to June 2014, Ms. Sebelius served as U.S. Secretary of Health and Human Services or HHS.(“HHS”). As Secretary of HHS, she presided over 11 operating divisions, including the Centers for Disease Control and Prevention, Food and Drug Administration and National Institutes of Health and oversaw the passage and implementation of the Affordable Care Act. From 2003 to 2009, Ms. Sebelius was Governor of Kansas. From 1995 until 2003, Ms. Sebelius held the position of Kansas Insurance Commissioner, and from 1987 to 1995, she served in the Kansas House of Representatives. Ms. Sebelius also currently serves as a director of Dermira, Inc., a medical dermatology company, Exact Sciences Corporation, a molecular diagnostics company, Humacyte Inc., a regenerative medical technology company, Devoted Health Inc., a healthcare company, and Grand Rounds Inc., a healthcare technology company. Ms. Sebelius also served as a director of Dermira, Inc., a

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medical dermatology company, from September 2015 to February 2020. Ms. Sebelius received hera B.A. in political science from Trinity Washington University and her Mastera master of Public Administrationpublic administration degree from the University of Kansas. We believe that Ms. Sebelius’ extensive experience in executive leadership and public health qualify her to serve on the Board.

Lynn Seely, M.D.Dr. Seely has served as a member of the Board and our Principal Executive Officer since May 2016, and as our Principal Executive Officer and the President and Chief Executive Officer of Myovant Sciences, Inc., our wholly ownedwholly-owned subsidiary, since May 2016. Dr. Seely also served as the President of Myovant Sciences, Inc. from May 2016 to February 2020. From March 2005 to October 2015, Dr. Seely served as Chief Medical Officer of Medivation, Inc., a biopharmaceutical company, where she served on the Executive Committee and led the development of XTANDI® for the treatment of metastatic castration-resistant prostate cancerfrom IND-enabling studies through to NDA approval and post-approval clinical studies. Dr. Seely was responsible for building the clinical organization at Medivation, Inc., as well as the regulatory, quality, project management, medical affairs and biologics manufacturing functions. Dr. Seely previously served as Vice President of Clinical Development at Anesiva, Inc. (formerly Corgentech), a biopharmaceutical company, and at Cytyc Health Corporation, a medical device company. In addition, she currently serves as a director of Blueprint Medicines Corporation, a biotechnology company. Dr. Seely received her B.A. in Journalism from the University of Oklahoma and her M.D. from the University of Oklahoma College of Medicine and completed her residency in internal medicineat Yale-New Haven Hospital. After serving as Chief Resident in Internal Medicine at Yale University School of Medicine, she completed her basic science and clinical fellowship in endocrinology and metabolism at the University of California, San Diego. We believe that Dr. Seely’s position as our Principal Executive Officer and her extensive prior experience in the biopharmaceutical industry qualify her to serve on the Board.

Frank Torti, M.D.Dr. Torti has served as

The Board of Directors Recommends a member of the Board since November 2018. Dr. Torti has served as Vant Investment Chair of Roivant Sciences, Inc. since August 2018. From August 2007 to August 2018, Dr. Torti served as a Partner of New Enterprise Associates, or NEA, specializing in investments in healthcare. Prior to joining NEA, Dr. Torti worked for the Duke University Center for Clinical & GeneticVote “FOR” Each Named Nominee
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Economics from 2002 to 2005 in various capacities, where he was involved in clinical trials research and economic evaluations of multinational clinical trials. In addition to serving on the Board, Dr. Torti currently serves on the boards of directors of Urovant Sciences Ltd., Axovant Gene Therapies Ltd., and Arbutus Biopharma Corporation, each a pharmaceutical company, and a number of privately held companies. Dr. Torti also previously served on the boards of directors of several development and commercial stage private healthcare companies, including Annexon Biosciences, Inc., Eargo Inc., Galera Therapeutics, Inc., NeoTract, Inc., Novast Pharmaceuticals Ltd., OrphoMed, Inc., Tarveda Therapeutics, Inc. and XOC Pharmaceuticals, Inc. Dr. Torti earned his M.D. from the University of North Carolina School of Medicine, his M.B.A. from Harvard Business School and his B.A. from the University of North Carolina. Because of his experience in the biopharmaceutical and healthcare industry, we believe that Dr. Torti is able to contribute valuable input to the Board on our strategic and business affairs.

THE BOARDOF DIRECTORS RECOMMENDSA VOTE “FOR” EACH NAMED NOMINEE.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

INDEPENDENCEOFTHE BOARDOF DIRECTORS

Independence of the Board of Directors
We are a “controlled company,” within the meaning of applicable NYSE listing rules due to RSLSumitovant being our controlling shareholder and having the voting power to elect in excess of 50% of our directors. As a result, we are exempt from the NYSE corporate governance requirements that a majority of the Board be “independent,” and that the Nominating and Corporate Governance Committee and the Compensation Committee consist solely of independent directors. Currently, three of the seven members of the Board, two of the three members of the Compensation Committee, and one of the three members of the Nominating and Corporate Governance Committee are “independent” as described below. The Audit Committee currently consists solely of independent directors. Notwithstanding the fact that we may rely on these exemptions, the Board has undertaken a review of the independence of its directors and director nominees. The Board consults with our legal counsel to ensure that the Board’s determinations are consistent with relevant securities and other laws and regulations regarding the definition of “independent,” including those set forth in pertinent listing standards of the NYSE, as in effect from time to time. Currently, the majority of the Board is not “independent” as described below; however, the Audit Committee, the Compensation Committee and the Nominating and Corporate Governance Committee currently consist solely of independent directors.

After review of all relevant identified transactions or relationships between each director, or any of his or her family members, and Myovant, our senior management and our independent auditors, the Board has affirmatively determined that Ms. Curran, Mr. Guinan and Ms. Sebelius are independent directors within the meaning of the applicable NYSE listing rules. In making this determination, the Board determined that none of these directors had a material or other disqualifying relationship with us that could compromise his or her ability to exercise independent judgment in carrying out his or her responsibilities.

The Board has determined that Dr. Seely, by virtue of her position as our Principal Executive Officer, is not independent under applicable SEC and Mr. Ramaswamy, Dr. TortiNYSE listing rules. In addition, the Board has determined that Ms. Gulfo, and Ms. Potter, by virtue of their affiliations with Sumitovant, our majority shareholder and with which we have multiple agreements, and Mr. Nomura, by virtue of his affiliation with RSL, our controllingSumitomo Dainippon Pharma, which is the sole shareholder of Sumitovant and with which we have multiple agreements, are not independent under applicable SEC and NYSE listing rules.

See “Transactions with Related Persons” for a description of our agreements with Sumitomo Dainippon Pharma and Sumitovant.

As to former members of the Board who resigned from the Board during our fiscal year ended on March 31, 2019,2020, the Board affirmatively determined that Dr. Manchester,Mr. Ramaswamy, who served as a director from September 2016 to SeptemberDecember 2019, and Mr. Torti, who served as a director from November 2018 wasto December 2019, were not independent while serving on the Board under applicable SEC and NYSE listing rules by virtue of his affiliationtheir affiliations with RSL. In addition, the Roivant, our former controlling shareholder until December 2019.
Board affirmatively determined that (1) Mr. DeVeydt, who served as a director from September 2016 to July 2018, and (2) Mr. Altmeyer, who served as a director from September 2016 to November 2018, were independent directors while serving on the Board.

BOARD LEADERSHIP STRUCTURE

Leadership Structure

Our corporate governance guidelines provide that the Board may appoint the same person mayto serve as both our Principal Executive Officer and Chairman of the Board.Board, or the Board may appoint separate persons to serve in these positions. At the present time, the position of Chairman of the Board is held by Ms. Potter and the position of Principal Executive Officer is held by Dr. Seely. The Board believes that, under the current circumstances, the separation of the offices of Chairman and Principal Executive Officer will enhance oversight of management and Board functions. This separation is designed to allow Dr. Seely the ability to focus on her responsibilities of running Myovant, enhancing shareholder value and expanding and strengthening our business. Concurrently, Ms. Potter, as Chairman of the Board, can focus on leadership for the Board as it provides advice to, and independent oversight of, management.

Ms. Sebelius was designated by the Boardhas been serving as our Lead Independent Director onsince July 23, 2018. Our corporate governance guidelines provide that the Board may designate an independent director as the Lead Independent Director in its sole discretion. The Lead Independent Director serves at the pleasure of the Board, and the Lead Independent Director’sDirector��s duties include, among other things: establishing the agenda for meetings of the independent directors and meetings of thenon-management directors, as applicable; presiding over meetings of the independent directors and meetings of thenon-management directors, as applicable; presiding over any portions of meetings of the Board evaluating the performance of the Board; and coordinating the activities of the other independent directors and perform such other duties the Board may establish or delegate.
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At the present time, the Board believes that the current Board members, together with our management, possess the requisite leadership and industry skills, expertise and experiences to effectively oversee our business and affairs. Moreover, the Board prefers to retain the flexibility to select the appropriate leadership structure based upon the existence of various conditions, including, but not limited to, business, financial or other market conditions, affecting us at any given time. Notwithstanding the foregoing, thenon-management directors of the Board regularly participate in executive sessions outside of the presence of any management directors or other members of our management.

ROLEOFTHE BOARDIN RISK OVERSIGHT

Role of the Board in Risk Oversight
One of the Board’s key functions is informed oversight of our risk management process. The Board does not have a standing risk management committee, but rather administers this oversight function directly through the Board as a whole, as well as through various Board standing committees that address risks inherent in their respective areas of oversight. In particular, the Board is responsible for monitoring and assessing strategic risk exposure, including a determination of the nature and level of risk appropriate for us.us, such as business operational risks relating to the COVID-19 pandemic. The Audit Committee of the Board has the responsibility to consider and discuss our major financial risk exposures and the steps our management has taken to monitor and control these exposures, including guidelines and policies to govern the process by which risk assessment and management is undertaken. The Audit Committee of the Board also monitors risk assessment and risk management, including privacy and data security, compliance with legal and regulatory requirements, and is responsible for oversight of the whistleblower hotline and the performance of our internal audit function. The Nominating and Corporate Governance Committee of the Board monitors the effectiveness of our corporate governance guidelines, including whether they are successful in preventing illegal or improper liability-creating conduct, and is responsible for monitoring whether our policies are effective with respect to privacy, data security, quality and healthcare law compliance. The Compensation Committee of the Board assesses and monitors whether any of our compensation policies and programs have the potential to encourage excessive risk-taking. It is the responsibility of the committee chairs to report findings regarding material risk exposures to the Board as quickly as possible.

MEETINGSOFTHE BOARDOF DIRECTORS; ATTENDANCEAT ANNUAL MEETINGOF SHAREHOLDERS

Meetings of the Board of Directors; Attendance at Annual Meeting of Shareholders
The Board met eightten times during our fiscal year ended on March 31, 2019.2020. The Audit Committee met seventen times, the Compensation Committee met seveneight times, and the Nominating and Corporate Governance Committee met sixfive times, during our fiscal year ended on March 31, 2019.2020. All of the Board members (except for Mr. DeVeydt)Ramaswamy) attended 75% or more of the aggregate number of meetings of the Board and of the committees on which they served that were held during the portion of the last fiscal year for which they were directors or committee members.

As required under applicable NYSE listing rules, in our fiscal year ended on March 31, 2019,2020, ournon-management directors met in regularly scheduled executive sessions at which onlynon-management directors were present. Thenon-management directors determined at each executive session anon-management director to preside over such executive session. Our policy is that directors are invited, but not required, to attend any general meeting of shareholders. None of the directors attended our 20182019 Annual General Meeting of Shareholders.

INFORMATION REGARDING COMMITTEESOFTHE BOARDOF DIRECTORS

Information Regarding Committees of the Board of Directors
The Board has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. Below is a description of each of these committees. Each committee has the authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities. Copies of the written charters of the Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, each as adopted by the Board, are available on our website athttps://myovant.gcs-web.com/corporate-governance/documents-and-charters.

The Board has affirmatively determined that each currentall of the members who currently serve on the Audit Committee, one member of each committee meetsserving on the Nominating and Corporate Governance Committee (Ms. Curran) and two members serving on the Compensation Committee (Ms. Sebelius and Ms. Curran), meet the applicable NYSE rules and regulations regarding “independence” and each such member is free of any relationship that would

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impair his or her individualability to exercise of independent judgment with regard to Myovant. Dr. Manchester,Mr. Nomura, who was a member ofstarted serving on the BoardCompensation Committee in January 2020, Ms. Potter and Ms. Gulfo, who started serving on the Nominating and Corporate Governance Committee until September 2018, wasin January 2020, are not independent, as affirmatively determined by the Board.

Audit Committee

The Audit Committee currently consists of Mr. Guinan, Ms. Curran Mr. Guinan and Ms. Sebelius. Mr. DeVeydt served on the Audit Committee until he resigned in July 2018, at which time Mr. Guinan joined the Audit Committee. The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended, or the Exchange Act,(the “Exchange Act”) to oversee our corporate accounting and financial reporting processes and audits of our financial statements. The Board reviews the NYSE listing standards definition of independence for Audit Committee members on an annual basis and has determined that each of Mr. Guinan, Ms. Curran Mr. Guinan and Ms. Sebelius satisfies the independence requirements for audit committee members under the applicable NYSE listing rules and Rule10A-3 of the Exchange Act, as did Mr. DeVeydt while he served on the Audit Committee.

Act.

All members of the Audit Committee meet the requirements for financial literacy under applicable SEC rules and regulations. The Board has also determined that Mr. Guinan qualifies as an “audit committee financial expert,” as defined in applicable SEC rules and regulations, and has the requisite financial sophistication as defined under the applicable NYSE listing rules. The Board made a qualitative assessment of Mr. Guinan’s level of knowledge and experience based on a number of factors, including his formal education and prior experience. While Mr. DeVeydt served on the Audit Committee, the Board had also determined that Mr. DeVeydt qualified as an “audit committee financial expert.”

The principal duties and responsibilities of the Audit Committee include:

recommending and retaining an independent registered public accounting firm to serve as our independent auditors, overseeing our independent auditors’ work, and determining our independent auditors’ remuneration;

evaluating the performance of and assessing the qualifications of our independent auditors;

approving in advance all audit services andnon-audit services to be provided to us by our independent auditors;

monitoring the rotation of partners of the independent auditors on our audit engagement team as required by law;

pursuant to the Bye-laws and the Investor Rights Agreement, as long as this agreement is effective, identifying, reviewing, evaluating and recommending candidates (including for appointment, re-election and vacancy filing) who are Independent Directors (as such term is defined in the Investor Rights Agreement and Bye-laws and described below) to serve on the Board and serve on the Audit Committee, consistent with criteria approved by the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements;

assessing and taking other appropriate action to oversee the independence of our independent auditors;

reviewing the financial statements proposed to be included in our Annual Report on Form10-K to be filed with the SEC and recommending to the Board whether such financial statements should be so included;

reviewing and discussing with management and our independent auditors the results of the annual audit and the independent auditor’s review of our quarterly financial statements, including, as appropriate, a review of our disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our periodic reports filed with the SEC;

reviewing and discussing with management and our independent auditors, as appropriate, our guidelines and policies with respect to risk assessment and management, including risks related to our accounting matters, financial reporting and legal and regulatory compliance, and reviewing and discussing with management, as appropriate, insurance programs;

conferring with management and our independent auditors, as appropriate, regarding the scope, adequacy and effectiveness of our internal control over financial reporting;

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assisting the Board in the oversight and the design and implementation of our internal audit function and, upon adoption of our internal audit function, coordinating the Board’s oversight of the performance of our internal audit function;

reviewing and approving or rejecting transactions between us and any related persons; and

establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls, auditing or compliance matters and the confidential and anonymous submission by our employees of concerns regarding questionable accounting or auditing matters.

matters; and

reviewing and approving other matters that are set forth in our Investor Rights Agreement with Sumitomo Dainippon Pharma and Sumitovant and our Bye-laws.
Report of the Audit Committee of the Board of Directors*

The Audit Committee has reviewed and discussed the audited financial statements for our fiscal year ended on March 31, 20192020 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard 1301, Communications with Audit Committees, as adopted bythe applicable requirements of the Public Company Accounting Oversight Board or(the “PCAOB”) and the PCAOB.Securities and Exchange Commission. The Audit Committee has also received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent auditors’accountants’ communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm the accounting firm’s independence. Based on the foregoing, the Audit Committee has recommended to the Board that the audited financial statements be included in our Annual Report on Form10-K for our fiscal year ended on March 31, 2019.

2020.

Mr. Mark Guinan


Ms. Terrie Curran


Ms. Kathleen Sebelius


*

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

Compensation Committee

We are a “controlled company,” under the meaning of applicable NYSE listing rules due to Sumitovant being our controlling shareholder and having the voting power to elect in excess of 50% of our directors. As a result, we are exempt from the NYSE corporate governance requirements that the Compensation Committee consists solely of independent directors. Pursuant to the terms of our Investor Rights Agreement with Sumitomo Dainippon Pharma and Sumitovant, our Compensation Committee must be composed of two independent directors and one director designated by Sumitomo Dainippon Pharma or Sumitovant. The Compensation Committee currently consists of Ms. Sebelius, Ms. Curran and Mr. Guinan.Nomura, with Mr. DeVeydtNomura being the Sumitomo Group designated director (as described below). Mr. Guinan served as a member of the Compensation Committee until he resigned in July 2018January 2020 at which time our Board appointed Mr. Guinan was appointedNomura as a member of the Compensation Committee. The Board has determined that each of Ms. Sebelius and Ms. Curran and Mr. Guinan is “independent,”“independent” as independence is currently defined in the applicable NYSE listing rules andcurrently define independence, that all members of the Compensation Committee are“non-employee “non-employee directors,” as defined in Rule16b-3 under the Exchange Act, and that Mr. Nomura, by virtue of his affiliation with Sumitomo Dainippon Pharma, is not independent as did Mr. DeVeydt while he served on the Compensation Committee.

applicable NYSE listing rules currently define independence.

The Compensation Committee of the Board acts on behalf of the Board to, among other things, oversee our compensation strategy, policies, plans and programs and to review and determine the compensation to be paid to our executive officers and directors. In general, the Compensation Committee of the Board performs the same policy- and compensation-setting functions for our subsidiaries and their executive officers as it does for us, and references herein to our personnel, policies, plans and programs include those of our subsidiaries as well. The principal duties and responsibilities of the Compensation Committee include:

reviewing, modifying and approving our overall compensation strategy and policies, including: (a) reviewing and approving corporate goals and objectives relevant to the compensation of our

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executive officers and other senior management, as appropriate; (b) evaluating and approving, or recommending to the Board for approval, compensation plans and programs advisable for us, including modifications and terminations to those plans and programs; (c) establishing policies with respect to equity compensation arrangements; (d) assessing the adequacy and competitiveness of our executive compensation programs among comparable companies in our industry; and (e) reviewing and approving the terms of any employment agreements, severance arrangements,change-of-control protections and any other compensatory arrangement for our executive officers and other senior management, as appropriate;

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executive officers and other senior management, as appropriate; (b) evaluating and approving, or recommending to the Board for approval, compensation plans and programs advisable for us, including modifications and terminations to those plans and programs; (c) establishing policies with respect to equity compensation arrangements; (d) assessing the adequacy and competitiveness of our executive compensation programs among comparable companies in our industry; and (e) reviewing and approving the terms of any employment agreements, severance arrangements, change-of-control protections and any other compensatory arrangement for our executive officers and other senior management, as appropriate;
establishing and approving individual and corporate goals and objectives of our Principal Executive Officer and our other executive officers and senior management and evaluating performance of our Principal Executive Officer and our other executive officers and senior management, as appropriate, in light of these stated objectives;

reviewing and approving the type and amount of compensation to be paid or awarded to Board members; and

adopting, amending, administering, and terminating our equity compensation plans, pension and profit sharing plans, bonus plans, deferred compensation plans and similar programs.

Compensation Committee Processes and Procedures

Pursuant to the charter of the Compensation Committee, the Compensation Committee is required to meet at least once annually and can meet with greater frequency if necessary. The agenda for each meeting is usually developed by the Chairperson of the Compensation Committee, in consultation with the Senior Vice President, Human Resources, General Counsel and Corporate Secretary, and Principal Executive Officer. The Compensation Committee meets regularly in executive session.sessions. However, from time to time, various members of management and other employees, as well as outside advisors or consultants, may be invited by the Compensation Committee to make presentations, provide financial or other background information, provide advice or otherwise participate in Compensation Committee meetings. Our Principal Executive Officer may not participate in, or be present during, the voting or deliberations of the Compensation Committee regarding her compensation. The charter of the Compensation Committee grants the Compensation Committee full access to all books, records, facilities and personnel of Myovant.

In addition, under the charter, the Compensation Committee has the authority to obtain, at our expense, advice and assistance from internal or external legal, accounting or other advisors and consultants that any member of the Compensation Committee deems necessary or appropriate in the discharge of his or her responsibilities. If the Compensation Committee chooses to retain or obtain the advice of a compensation consultant, independent legal counsel, or other advisor, it has the direct responsibility for the appointment, compensation and oversight of the work of such party, and we will provide for appropriate funding, as determined by the Compensation Committee, for the payment to such party. In addition, the Compensation Committee has the sole authority to retain and terminate any compensation consultant to assist in its evaluation of executive and director compensation, including the sole authority to approve the consultant’s reasonable fees and other retention terms, all at our expense. Under the charter, the Compensation Committee may select a compensation consultant, legal counsel or other advisor (other thanin-house legal counsel and certain other types of advisors) only after taking into consideration all factors relevant to that party’s independence from management, including the six factors as set forth in the NYSE listing rules; however, there is no requirement that any advisor be independent.

The Compensation Committee engaged Compensia as its compensation consultant in October 2017. During our fiscal year ended on March 31, 2019,2020, the Compensation Committee continued its engagement of Compensia to review our executive and director compensation policies and practices and to conduct a competitive market

analysis of executive and director compensation. During our fiscal year ended on March 31, 2019,2020, Compensia provided the following assistance to the Compensation Committee:

reviewed and updated the compensation peer group of comparable public companies for purposes of evaluating the compensation levels of our executive officers andnon-employee directors;

analyzed the compensation levels and practices of the companies in our compensation peer group;

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reviewed the competitiveness of compensation paid to our executive officers, including base salary, annual cash incentive awards and long-term incentive awards;

reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our executive officers and other members of senior management;

analyzed the board of director compensation practices of the companies in our compensation peer group and reviewed the competitiveness of compensation paid to ournon-employee directors; and

provided ad hoc advice and support, including related to the severance and change of control provisions in our employment agreements, aggregate equity utilization (burn rate and overhang), compensation risk assessment, and broad-based employee cash and equity compensation.

Compensia reported directly to the Compensation Committee and provided no services to us other than the consulting services to the Compensation Committee. Based on the consideration of the six factors as set forth in the NYSE listing rules, the Compensation Committee does not believe that its relationship with Compensia or the work of Compensia on behalf of the Compensation CommitteehasCommittee has raised any conflict of interest. The Compensation Committee reviews these factors on an annual basis and receives written confirmation from Compensia stating its belief that it remains an independent compensation consultant to the Compensation Committee.

Generally, the Compensation Committee’s process for setting executive compensation comprises two related elements: the determination of compensation levels; and the establishment of performance objectives for the current year. The Compensation Committee generally makes adjustments to annual compensation, determines bonuses and equity awards and establishes new performance objectives at one or more meetings held near the beginning oftheof the fiscal year. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive officer hires, as well as high-level strategic issues, such as the effectiveness of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.

For executive officers other than our Principal Executive Officer, the Compensation Committee solicits and considers such executive officers’ performance evaluations and recommendations submitted to the Compensation Committee by our Principal Executive Officer. In addition, the Compensation Committee conducts an evaluation of the performance of our Principal Executive Officer and determines any adjustments to her compensation as well as awards to be granted.Basedgranted. Based on those discussions and the exercise of its discretion, the Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers. For all executive officers and directors, when making its compensation decisions,the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to executive officers in various hypothetical scenarios, executive officer and director share ownership information, company share performance data, analyses of historical executive officer compensation levels and current company-wide compensation levels and recommendations of Compensia, the Compensation Committee’s compensation consultant, including analyses of executive officer and director compensation paid at the companies comprising the compensation peer group. The Compensation Committee may also form and delegate authority to subcommittees as it deems appropriate.

Compensation Committee Interlocks and Insider Participation

Each of Ms. Sebelius, Ms. Curran and Mr. Guinan served as a member ofIn January 2020, the Compensation Committee during our fiscal year endedestablished an Equity Committee, which is composed entirely of independent directors who serve on March 31, 2019. Mr. DeVeydt had served as a member of the Compensation Committee, until July 2018 when he resigned fromand delegated to the Board and was succeeded by Mr. Guinan. No memberEquity Committee the power to award any equity to an executive officer or a director who is required to file Section 16 reports under Section 16(a) of the Compensation Committee is an officer or employee of Myovant, and none of our executive officers serve as a director or member of a compensation committee of any entity that has one or more of our executive officers serving as a member of the Board or the Compensation Committee.

Exchange Act.

Nominating and Corporate Governance Committee

We are a “controlled company,” under the meaning of applicable NYSE listing rules due to Sumitovant being our controlling shareholder and having the voting power to elect in excess of 50% of our directors. As a result, we are exempt from the NYSE corporate governance requirements that the Nominating and Corporate Governance Committee consists solely of independent directors. Pursuant to the terms of our Investor Rights Agreement with Sumitomo Dainippon Pharma and Sumitovant, our Nominating and Corporate Governance Committee must be composed of one independent director and two directors designated by Sumitomo Dainippon Pharma or Sumitovant. The Nominating and Corporate Governance Committee currently consists of Ms. Curran,
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Ms. Potter and Ms. Gulfo, with Ms. Potter and Ms. Gulfo being the Sumitomo Group designated directors (as described below). Ms. Sebelius and Mr. Guinan and Ms. Sebelius. Dr. Manchester served as a membermembers of the Nominating and Corporate Governance Committee until September 2018January 2020, when he resigned and wasthey were succeeded by Mr. Guinan.Ms. Potter and Ms. Gulfo. The Board has determined that each of Ms. Curran Mr. Guinan and Ms. Sebelius is “independent,” as independence is currently defined in the applicable NYSE listing rules and determined that Mr. Guinan and Ms. Sebelius, when they served on the Nominating and Corporate Governance Committee, were “independent,” as independence is currently defined in the applicable NYSE listing rules. The Board has determined that Ms. Potter and Ms. Gulfo, by virtue of their affiliation with Sumitovant, our majority shareholder, are not “independent” as the applicable NYSE listing rules currently define independence.
Subject to the RSL DesignationBye-laws and the Investor Rights Agreement discussed below, the principal duties and responsibilities of the Nominating and Corporate Governance Committee include:

identifying, reviewing and evaluating candidates to serve as directors (other than Independent Directors (as such term is defined in the Investor Rights Agreement and Bye-laws) who are also members of the Audit Committee or directors being nominated to the Board to serve as Independent Directors on the Audit Committee), consistent with criteria approved by the Board, including consideration of any potential conflicts of interest as well as applicable independence and experience requirements;

reviewing, evaluating and considering the recommendation for nomination of incumbent directors forre-election to the Board (other than Independent Directors who are also members of the Audit Committee or directors being nominated to the Board to serve as Independent Directors on the Audit Committee who shall be first nominated by the Audit Committee), as well as monitoring the size of the Board;

reviewing, discussing and assessing the performance of the Board, including Board committees, such assessment to include evaluation of the Board’s contribution as a whole and effectiveness in serving the best interests of Myovant and its shareholders, specific areas in which the Board and/or management believe contributions could be improved, overall Board composition and makeup, including the reelection of current Board members, and the independence of directors;

overseeing the Board’s committee structure and operations, evaluating the performance of the members of the committees of the Board, reviewing the composition of such committees, and recommending to the Board the membership of each such committee;

reviewing, discussing and assessing our corporate governance principles;

reviewing our policy statements to determine adherence to our Code of Business Conduct and Ethics;

reviewing, discussing and

assessing our quality and healthcare compliance programs, activities and controls;

overseeing and reviewing the processes and procedures we use to provide accurate, relevant and appropriately detailed information to the Board and its committees on a timely basis.

basis; and

reviewing plans for management succession.
The Nominating and Corporate Governance Committee believes that candidates for director nominees should have certain minimum qualifications, including the ability to read and understand basic financial statements, being over 21 years of age and having the highest personal integrity and ethics. The Nominating and Corporate Governance Committee also would consider such factors as possessing relevant expertise upon which to be able to offer advice and guidance to management, having sufficient time to devote to the affairs of Myovant, demonstrated excellence in his or her field, having the ability to exercise sound business judgment, diversity and having the commitment to rigorously represent the long-term interests of our shareholders. However, the Nominating and Corporate Governance Committee retains the right to modify these qualifications from time to time. Subject to the RSL DesignationInvestor Rights Agreement and Bye-laws discussed below, candidates for director nominees are reviewed in the context of the current composition of the Board, our operating requirements and the long-term interests of our shareholders. In conducting this assessment, the Nominating and Corporate Governance Committee typically considers diversity, age, skills and such other factors as it deems appropriate, given the current needs of the Board and Myovant, to maintain a balance of knowledge, experience and capability.
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Subject to the RSL DesignationInvestor Rights Agreement and Bye-laws discussed below, in the case of incumbent directors (other than the Audit Committee members) whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews these directors’ overall service to us during their terms, including the number of meetings attended, level of participation, quality of performance and any other relationships and transactions that might impair the directors’ independence. The Nominating and Corporate Governance Committee also takes into account the results of the Board’s self-evaluation, typically conducted annually on a group and individual basis.

Subject to the RSL DesignationInvestor Rights Agreement and Bye-laws discussed below, in the case of new director candidates, the Nominating and Corporate Governance Committee also determines whether the nominee is independent for NYSE purposes, which determination is based upon applicable NYSE listing rules, applicable SEC rules and regulations and the advice of counsel, if necessary. The Nominating and Corporate Governance Committee then uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board. Subject to theBye-laws, the Nominating and Corporate Governance Committee meets to discuss and consider the candidates’ qualifications and then selects a nominee for recommendation to the Board by majority vote.

TheBye-laws established procedures fordelegate to the Nominating and Corporate Governance Committee the authority to set the size of our controlling shareholder, RSL,board and to appoint a majoritynominate director candidates and fill vacancies on our board, with the exception of candidates to replace, or vacancies in the offices of, at least three Independent Directors who are members of the Board at any time duringAudit Committee, which RSL holds less than 50% but greater thannominations or equalappointments are to 35%be made through a process under which the Audit Committee proposes nominees or appointees who are then required to be nominated or appointed by our board unless rejected by the Nominating and Corporate Governance Committee, with alternative processes in the event of such a rejection or failure by the Audit Committee to make a timely proposal and provide that the Board’s power to delegate its powers to committees is subject to the provisions of the aggregate voting rights attached to our issued and outstanding common shares, or the Trigger Period, or the RSL Designation Rights. We are currently in the Trigger Period as RSL owns approximately 45.5% of our issued and outstanding common shares. TheBye-laws provide that RSL will have the right,Investor Rights Agreement during the Trigger Period to designate and appoint or reappoint(as defined in the minimum number of directors necessary to ensure that RSL’s directors comprise a simple majority ofBye-laws).
Under the total number of directors on the Board. To the extent necessary, the number of directors onInvestor Rights Agreement, the Board shall automatically be increased to allow forconsists of (i) three directors designated by Sumitomo Dainippon Pharma or its affiliates (the “Sumitomo Group designated directors”), (ii) three Independent Directors (as such term is defined in the designationInvestor Rights Agreement and appointmentdescribed above) and (iii) the Principal Executive Officer. An “Independent Director” is a director who (A) the Board reasonably determines qualifies as an “independent director” under the NYSE listing rules, (B) is not and within the last three years has not been a director, officer or employee of such additional directors by RSL.The Bye-laws also establish procedures for removalan entity of Sumitomo Dainippon Pharma and its affiliated entities (the “Sumitomo Group”), and (C) does not have any immediate family member who is or within the directors nominated by RSL duringlast three year has been a director, officer or employee of an entity within the Trigger Period.Sumitomo Group. The Nominating and Corporate Governance Committee’s responsibilitiesCommittee shall consist of (i) two Sumitomo Group designated directors and authorityone Independent Director. The Compensation Committee shall consist of (i) one Sumitomo Group designated director and (ii) two Independent Directors. The Audit Committee shall consist of the three Independent Directors.
Under the Investor Rights Agreement, at all times until the Sumitomo Group holds no longer holds more than 50% of the outstanding common shares, among other things: (i) the Audit Committee of the Board will be composed solely of three Independent Directors, each of whom is an initial Independent Director or has been nominated or appointed to nominatethe Board in accordance with specified provisions of the Bye-laws, and at least one of whom will meet the requirements of an “Audit Committee financial expert” as such term is defined in Item 407(d)(5) of Regulation S-K under the Exchange Act; (ii) the Nominating and Corporate Governance Committee of the Board will be composed of (A) two Sumitomo Group designated directors areand (B) one Independent Director who is also a member of the Audit Committee; (iii) the Compensation Committee of the Board will be composed of (A) one Sumitomo Group designated director and (B) two Independent Directors each of whom is also a member of the Audit Committee; (iv) except as may be required by applicable laws, regulations or stock exchange rules, any other standing or ad hoc committee of the Board will be composed of a majority of Sumitomo Group designated directors, subject to specified exceptions; (v) specified provisions of the Bye-laws may not be amended, revised or removed without the prior written consent of Sumitovant; and (vi) all entities within the Sumitomo Group will vote the common shares owned by them in connection with any election of
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Independent Directors in a manner that is either in accordance with the recommendation of the Board or in direct proportion to the manner in which the Myovant shareholders not affiliated with Sumitomo Dainippon Pharma vote their common shares in respect of the election of such Independent Directors.
In addition, subject to the rights of RSL to appoint or remove directors as described above. To date, RSL has not exercised its RSL DesignationInvestor Rights with respect to the election of directors.

In addition,Agreement and Bye-laws, the Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. Shareholders who wish to recommend individuals for consideration by the Nominating and Corporate Governance Committee to become nominees for election to the Board may do so by delivering a written notice to the Nominating and Corporate Governance Committee by following the procedures described under “Shareholder Communication with the Board of Directors” below. The Nominating and Corporate Governance Committee does not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above, based on whether or not the candidate was recommended by a shareholder. Though the Board or the Nominating and Corporate Governance Committee has not established a formal policy with regard to consideration of director candidates recommended by shareholders, the Board believes that such the procedures set forth in theBye-laws, currently in effect, are sufficient and that the establishment of a formal policy is not necessary.

SHAREHOLDER COMMUNICATIONWITHTHE BOARDOF DIRECTORS

Shareholder Communication with the Board of Directors
The Board has adopted a formal process by which shareholders may communicate with the Board or any of its directors. Shareholders who wish to communicate with the Board or an individual director may do so by sending written communications to the Board or such director at Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. The Corporate Secretary will forward each communication to our Principal Financial Officer or his or her designee, and the communication will be further forwarded to the Board or individual directors to whom the communication is addressed unless the communication contains advertisements or solicitations or is unduly hostile, threatening or similarly inappropriate, in which case the communication will be discarded.

In addition to shareholder communications with directors, any interested person may communicate directly with the presiding director of the Board’s executive sessions or the independent ornon-management directors as a group. Persons interested in communicating directly with the independent ornon-management directors regarding their concerns or issues may do so by addressing correspondence to a particular director, or to the independent ornon-management directors generally, in care of Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. If no particular director is named, letters will be forwarded, depending upon the subject matter, to the Chairperson of the Audit Committee, the Compensation Committee, or the Nominating and Corporate Governance Committee.

CODEOF ETHICS

Code of Business Conduct and Ethics
The Board has adopted a Code of Business Conduct and Ethics or the Code of Conduct, that applies to all of our directors, officers, employees, consultants and independent contractors. The Code of Business Conduct and Ethics is available on our website athttps://myovant.gcs-web.com/corporate-governance/documents-and-charters. If we make any substantive amendments to the Code of Business Conduct and Ethics or grant any waiver from a provision of the Code of Conductthereof to any executive officer or director, we will promptly disclose the nature of the amendment or waiver on our website or otherwise as required by applicable law and NYSE listing requirements.

CORPORATE GOVERNANCE GUIDELINES

Corporate Governance Guidelines
The Board has adopted Corporate Governance Guidelines to establish the authority and practices to review and evaluate our business operations as needed and to make decisions that are independent of our management. The guidelines are also intended to align the interests of directors and management with those of our shareholders. The Corporate Governance Guidelines set forth the practices that the Board intends to follow with respect to a number of areas, including its composition and selection, role, meetings, committees, access to management and use of outside advisors, Principal Executive Officer evaluation and succession planning, and board assessment and compensation. The Corporate Governance Guidelines are available on our website athttps://myovant.gcs-web.com/corporate-governance/documents-and-charters.

COMPENSATION RISK ASSESSMENT

Compensation Risk Assessment
The Compensation Committee assesses and considers potential risks when reviewing and approving our compensation policies and practices for our executive officers and our employees. We, and with respect to our executive officers, the Compensation Committee, have designed our compensation programs, including our
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incentive compensation plans, with features to monitor and minimizepotentialminimize potential risks while rewarding our executive officers and employees for achieving financial and strategic objectives through prudent business judgment and appropriate risk taking. Based upon Compensia’s analysis and the Compensation Committee’s independent assessment, the Compensation Committee believes that any risks arising from our compensation programs do not create disproportionate incentives for our employees (including our named executive officers) to take risks that could have a material adverse effect on us in the future.

INSIDER TRADING POLICY

Insider Trading Policy
We recognize that our employees (including our executive officers), directors and consultants may sell our common shares from time to time in the open market, including in connection with exercises of stock options, or options. All such transactions are required to comply with our Insider Trading Policy. Under our Insider Trading Policy, employees, directors and consultants may only purchase or sell our securities during quarterly “window” periods, which generally open after two full trading days have elapsed after the public dissemination of our annual or quarterly financial results and close on the last trading day two weeks before the end of the next fiscal quarter. The only exceptions to this are transactions directly with Myovant, for example, option exercises for cash under our equity incentive plan, or transactions conducted pursuant to a trading plan adopted under Rule10b5-1 of the Exchange Act are permitted.Act. In addition, all of our executive officers and directors may only buy or

sell Myovant common shares pursuant topre-approved trading plans adopted under Rule10b5-1 of the Exchange Act, subject to certain exceptions permitted under our Insider Trading Policy. Our Insider Trading Policy also prohibits our employees (including our executive officers) and directors from engaging in, among other things, short sales, transactions in put or call options, hedging transactions, margin accounts or other inherently speculative transactions with respect to our common shares at any time.

STOCK OWNERSHIP GUIDELINES

Stock Ownership Guidelines
The Compensation Committee has considered, but has not adopted, stock ownership guidelines for our named executive officers nor for ournon-employeedirectors. This is consistent with the practice of a majority of our peer group companies based on an analysis conducted by Compensia. From time to time, the Compensation Committee revaluates whether to adopt stock ownership guidelines and we may adopt stock ownership guidelines in the future.
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PROPOSAL 2

RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC


ACCOUNTING FIRM, APPOINTMENT OF AUDITOR FOR STATUTORY PURPOSES AND


AUTHORIZATION FOR THE BOARD TO SET AUDITOR REMUNERATION

On May 12, 2019, the

The Audit Committee of the Board has selected Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year ending March 31, 2020.2021. The Audit Committee is submitting the selection of our independent registered public accounting firm for ratification by the shareholders at the Annual Meeting. In addition, under Bermuda law, our shareholders have the right to appoint our auditor. Therefore, we are also submitting for approval at the Annual Meeting the appointment of Ernst & Young LLP as our auditor for statutory purposes under the Companies Act until the close of the next Annual Meeting, and authorization for the Board, acting through the Audit Committee, to determine the remuneration of Ernst & Young LLP in that capacity.

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEESAND SERVICES

Independent Registered Public Accounting Firm Fees and Services
The following table represents aggregate fees billed to us for our fiscal year ended on March 31, 2019,2020, and for our fiscal year ended on March 31, 2018.2019. Ernst & Young LLP served as the independent registered public accounting firm for each of those periods.

Fee Category

    Fiscal Year Ended
March 31, 2019		     Fiscal Year Ended
March 31, 2018		 

Audit Fees (1)

    $                1,148,470     $                   648,500 

Audit-Related Fees

     —      — 

Tax Fees (2)

     —      10,000 

All Other Fees (3)

     1,995      — 
    

 

 

     

 

 

 

Total Fees

    $1,150,465     $658,500 
    

 

 

     

 

 

 

Fee Category
​​
Fiscal Year Ended
March 31, 2020
​​
Fiscal Year Ended
March 31, 2019
Audit Fees(1)
​​
$1,737,249
​​
$1,148,470
Audit-Related Fees
​​
—
​​
—
Tax Fees(2)
​​
20,600
​​
—
All Other Fees(3)
​​
1,285
​​
1,995
Total Fees
​​
$1,759,134
​​
$1,150,465
(1)

Includes fees for the audit of our annual consolidated financial statements included in our Annual Report on Form10-K for the applicable fiscal year, review of the unaudited consolidated financial statements included in our Quarterly Reports on Form10-Q, and for services provided by Ernst & Young LLP in connection with statutory and regulatory filings or engagements, including review of certain equity awards, consents and comfort letters associated with registration statements on FormS-3 and FormS-8, and applicable amendments thereto, services relating to our financing matters, and statutory audits of certain of our subsidiaries. All services described above werepre-approved by the Audit Committee.

(2)

Includes fees for professional services related to tax compliance and reporting.

(3)

Represents subscription fees for an online search engine.

PRE-APPROVAL POLICIESAND PROCEDURES

Pre-Approval Policies and Procedures
The Audit Committee has adopted a policy and procedures for thepre-approval of audit andnon-audit services performed by our independent registered public accounting firm. The policy generallypre-approves specified services in the defined categories of audit services, audit-related services and tax services up to specified amounts.Pre-approval may also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent registered public accounting firm or on an individual, explicit,case-by-case basis before the independent registered public accounting firm is engaged to provide each service. Thepre-approval of services may be delegated to one or more of the Audit Committee’s members, but the decision must be reported to the full Audit Committee at its next scheduled meeting.

VOTE REQUIRED; RECOMMENDATIONOFTHE BOARDOF DIRECTORS

Vote Required; Recommendation of the Board of Directors

The affirmative vote of a majority of the votesshares cast in accordance with theBye-laws is required to ratify the selection by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for our fiscal year ending March 31, 2020,2021, to appoint Ernst & Young LLP as our auditor for statutory purposes under the Companies Act for our fiscal year ending March 31, 2020,2021, and to authorize the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as our auditor for our fiscal year ending March 31, 2020. If you own shares through a broker, bank, or other agent, you must instruct your broker, bank or other agent how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Only votes2021. Votes “For” or “Against” and Abstentions will affect the outcome. Abstentions will be counted towards the vote total and brokerwill have the same effect as “Against” votes. Broker non-votes are not considered to be votes cast and therefore will have no effect.
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If the shareholders do not approve the appointment of Ernst & Young LLP and the Audit Committee’s authority to set Ernst & Young LLP’s remuneration, the Audit Committee will consider the appointment of another auditor to be approved by the shareholders. We expect that representatives of Ernst & Young LLP will be present by telephone at the Annual Meeting. They will have an opportunity to make a statement if so desired and will be available to respond to appropriate questions.
The Board of Directors Recommends a Vote “FOR” Proposal 2.
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THE BOARDOF DIRECTORS RECOMMENDSA VOTE “FOR” PROPOSAL 2.

PROPOSAL 3

ADVISORY VOTE ON EXECUTIVE COMPENSATION

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act or the Dodd-Frank Act,(the “Dodd-Frank Act”), Myovant’s shareholders are entitled to cast an advisory vote at the Annual Meeting to approve the compensation of our named executive officers as disclosed in this Proxy Statement. Pursuant to the Dodd-Frank Act, the shareholder vote is an advisory vote only and is not binding on us or the Board.

Although the vote isnon-binding, the Compensation Committee and the Board value your opinions and will consider the outcome of the vote in establishing compensation philosophy and making future compensation decisions.

PAY-FOR-PERFORMANCE PHILOSOPHY

As described more fully in the section below titled “Compensation Discussion and Analysis,”

Pay-for-Performance Philosophy
We compensate our executive officers are compensated in a manner consistent with our business strategy, competitive practice, sound compensation governance principles, and shareholder interests and concerns. Our compensation policies and decisions are focused onpay-for-performance.

Business Results

The compensation of our named executive officers during our fiscal year ended on March 31, 2019,2020, is consistent with significant business achievements and individual performance. The following summarizes key highlights of our corporate performance during our fiscal year ended on March 31, 2020:
In May 2019, which are more fully described inwe announced that LIBERTY 1, the section below titled “Compensation Discussion and Analysis”:

We completed patient screening and enrollment for thefirst of two replicate Phase 3 LIBERTY 1 and LIBERTY 2 trials,studies evaluating the once dailyonce-daily relugolix combination therapy in women with heavy menstrual bleeding associated with uterine fibroids, met its primary efficacy endpoint and heavy menstrual bleeding.

six key secondary endpoints.

We continued enrolling patients inIn June 2019, we completed an underwritten public equity offering of 17,424,243 of our common shares for net proceeds of approximately $134.5 million.

In July 2019, we announced that LIBERTY 2, the second of two replicate Phase 3 studies evaluating once-daily relugolix combination therapy in women with heavy menstrual bleeding associated with uterine fibroids, met its primary efficacy endpoint and six key secondary endpoints.
In July 2019, we announced that a separate clinical study of our relugolix combination tablet met all required and pre-specified criteria for bioequivalence to the two tablets (relugolix 40 mg plus estradiol 1.0 mg and norethindrone acetate 0.5 mg) used in our Phase 3 uterine fibroid and endometriosis clinical studies, providing data necessary to include the once-daily dosing regimen of relugolix combination tablet in our New Drug Application and Marketing Authorisation Application submissions for the treatment of heavy menstrual bleeding associated with uterine fibroids and endometriosis.
In August and October 2019, we completed patient recruitment for the Phase 3 SPIRIT 2 and SPIRIT 1 and SPIRIT 2 trialsstudies, respectively, evaluating the safety and efficacy of relugolix combination therapy in women with pain associated with endometriosis.

We completed patient enrollmentIn October 2019, we co-founded Female Forward Together, a Cross-Sector Coalition to Advance Research, Education, and Action for Women’s Health.

In November 2019, we announced a 97% response rate in the positive Phase 3 HERO trial evaluating the safety and efficacystudy of once-daily, oral relugolix 120 mg as a monotherapy in men with advanced prostate cancer.

We initiatedIn December 2019, (a) we entered into an Investor Rights Agreement with Sumitomo Dainippon Pharma and completed a successful dose-finding pharmacokinetic/pharmacodynamic Phase 2a studySumitovant that provides certain protections for our minority shareholders for so long as Sumitomo Dainippon Pharma or certain ofMVT-602, akisspeptin-1 receptor agonist, in healthy women undergoing a controlled ovarian stimulation protocol.

We raised aggregate net proceeds its affiliates beneficially own more than 50% of approximately $272.9 million from equity offeringsour common shares, and financing transactions.

We announced a partnership with PERIOD, Inc., ayouth-lednon-profit organization focused on menstrual equity, to elevate the conversation around period health, including an Ask Me About Periods campaign on college campuses around the country.

We(b) we entered into a Commercial Manufacturingloan agreement with Sumitomo Dainippon Pharma under which Sumitomo Dainippon Pharma agreed to make revolving loans to us in an aggregate principal amount of up to $400 million.

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In February 2020, we announced positive safety and Supply Agreement with Takeda Pharmaceutical Company Ltd. pursuant to which Takeda will manufacture and supply us with relugolix drug substance to supportefficacy data from the commercial launchPhase 3 LIBERTY long-term extension study of relugolix if marketing authorization is granted,combination therapy in women with heavy menstrual bleeding associated with uterine fibroids with an 87.7% response rate and, assiston average, an 89.9% reduction in menstrual blood loss from baseline, while demonstrating maintenance of bone mineral density through one year consistent with LIBERTY 1 and 2.
In March 2020, we announced the transfersubmission of technologya Marketing Authorisation Application to the European Medicines Agency for relugolix combination tablet for the treatment of women with moderate to severe symptoms associated with uterine fibroids.
In March 2020, we entered into an exclusive license agreement with Gedeon Richter Plc. for the commercialization of relugolix combination tablet for uterine fibroids and manufacturingknow-how to our second contract manufacturing organization.

We strengthened our executive team, including hiring our Chief Commercial Officer and our Senior Vice President of Pharmaceutical Operations & Development.

In accordance with Section 14Aendometriosis in certain territories outside of the Exchange Act, we are requesting yournon-binding vote on the following resolution:

“RESOLVED, that the compensation of the company’s named executive officers, as disclosed pursuant to Item 402 of RegulationS-K, including the Compensation Discussion and Analysis, Summary Compensation Table and subsequent tables of the Proxy Statement, is APPROVED.”

VOTE REQUIRED; RECOMMENDATIONOFTHE BOARDOF DIRECTORS

The affirmative votes of a majority of the votes cast in accordance with theBye-laws is required for approval of this proposal. If you own shares through a broker, bank, or other agent, you must instruct your broker, bank or other agent how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Only votes “For” or “Against” will affect the outcome. Abstentions and brokernon-votes are not considered to be votes cast and therefore will have no effect.

THE BOARDOF DIRECTORS RECOMMENDSA VOTE “FOR” PROPOSAL 3.

U.S.

PROPOSAL 4

ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES

TO APPROVE EXECUTIVE COMPENSATION

Periodically, we will include in the proxy materials for a meeting of shareholders where compensation disclosure is required, a resolution subject to a nonbinding shareholder advisory vote to approve the compensation of our named executive officers.

In accordance with Section 14A of the Exchange Act, we are requesting your nonbinding advisory vote to determine whether an advisorynon-binding vote on the type of resolution described above will occur every 1 year, 2 years or 3 years.

The Board believes that the shareholder nonbinding advisory vote to approve executive compensation should occur every year. An annual advisory vote allows our shareholders to provide us with regular and comprehensive input on important issues such as our executive compensation programs and practices as disclosed in our proxy statement each year. We value and consider shareholder input on corporate governance matters and on our executive compensation program and practices and we look forward to hearing from our shareholders on this proposal.

Accordingly, the Board is asking shareholders to indicate their preferred voting frequency by voting for one, two or three years on the resolution below:

following resolution:

“RESOLVED, that the frequency of every one year is hereby APPROVED as the frequency preferred by shareholders for the solicitation of advisory shareholder approval of the compensation paid to ourMyovant’s named executive officers.”

VOTE REQUIRED; RECOMMENDATIONOFTHE BOARDOF DIRECTORS

The advisory vote regardingofficers, as disclosed pursuant to Item 402 of Regulation S-K, including the frequencycompensation tables and narrative discussion, is hereby APPROVED.”

Vote Required; Recommendation of the shareholder vote describedBoard of Directors
The affirmative votes of a majority of shares cast in accordance with the Bye-laws is required for approval of this proposal shall be determined by a plurality ofproposal. Votes “For” or “Against” and Abstentions will affect the votes cast, i.e. the frequency receiving the most votesoutcome. Abstentions will be deemedcounted towards the frequency preferred by our shareholders. If you own shares through a broker, bank or other agent, you must instruct your broker, bank or other agent how to vote in order for them to vote your shares so that your vote can be counted on this proposal. Shareholderstotal and will be able to specify one of four choices for this proposal onhave the proxy card: 1 Year, 2 Years, 3 Years or Abstain. Shareholders are providing an advisory, nonbinding vote, to determine the frequency of the shareholder vote described in this proposal. Abstentions and brokersame effect as “Against” votes. Broker non-votes are not considered to be votes cast and therefore will have no effect.
The Board of Directors Recommends a Vote “FOR” Proposal 3.
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THE BOARDOF DIRECTORS RECOMMENDS A VOTE FOR EVERY “ONE YEAR” FOR PROPOSAL 4.

EXECUTIVE OFFICERS

The following table sets forth information concerning our executive officers, including their ages as of July 1, 2019:

20, 2020:
Name(1)
​​
Age
​​
Position

Name (1)

  Age  

Position

Lynn Seely, M.D.

​60​
61
​​
Principal Executive Officer and Director; Chief Executive Officer of Myovant Sciences, Inc.

Frank Karbe

​51​
52
​​
Principal Financial and Accounting Officer; President and Chief Financial Officer of Myovant Sciences, Inc.

Matthew Lang

​43​
44
​​
General Counsel and Corporate Secretary; General CounselChief Legal and Administrative Officer and Corporate Secretary of Myovant Sciences, Inc.

Juan Camilo Arjona Ferreira, M.D.

​49​
50
​​
Chief Medical Officer of Myovant Sciences, Inc.

Kim Sablich

50Chief Commercial Officer of Myovant Sciences, Inc.

(1)

Each of our executive officers is an employee of Myovant Sciences, Inc., our wholly-owned subsidiary. Such employee provides services to us pursuant to an intercompany services agreement between us and Myovant Sciences, Inc.

Following is a brief biography of each of our executive officers who are not also directors. A biography of Dr. Seely is set forth above under “Proposal 1 Election of Directors.”

Frank Karbe.Mr. Karbe has served as our Principal Financial and Accounting Officer and as the interim Chief Financial Officer of Myovant Sciences, Inc. since September 2016 and2016. Mr. Karbe was appointed as Myovant Sciences, Inc.’s Chief Financial Officer in April 2017.2017 and was subsequently appointed as President and Chief Financial Officer in February 2020. From September 2014 to July 2016, Mr. Karbe served as President of The Color Run, a global mass participation events platform, where he was responsible for leading the operational and financial functions. From January 2004 to June 2014, Mr. Karbe was the Executive Vice President and Chief Financial Officer of Exelixis, Inc., a biotechnology company. During his tenure at Exelixis, Mr. Karbe was responsible for leading the finance organization, internal and external communications, business development, information technology, corporate strategy and various other operational functions. Prior to joining Exelixis in 2004, Mr. Karbe worked as an investment banker for Goldman Sachs & Co., where he served most recently as Vice President in the healthcare group advising clients on corporate finance and mergers and acquisitions. Prior to joining Goldman Sachs in 1997, Mr. Karbe held various positions in the finance department of The Royal Dutch/Shell Group in Europe. Mr. Karbe has served as a director of Aduro Biotech, Inc. since April 2019. Mr. Karbe also served as a director of Arbutus Biopharma Corporation from 2010 to 2018. Mr. Karbe received his Diplom-Kaufmann fromthe WHU-Otto Beisheim Graduate School of Management, Koblenz, Germany.

Matthew Lang.Mr. Lang has served as our General Counsel and General Counsel and Corporate Secretary of Myovant Sciences, Inc. since July 2017 and as our Corporate Secretary since September 2018. Mr. Lang also currently serves as the Chief Legal and Administrative Officer and Corporate Secretary of Myovant Sciences, Inc. Mr. Lang was previously Vice President, Head of Global Litigation, Investigations, Employment Law and Information Governance at Gilead Sciences, Inc., a biopharmaceutical company, where he worked from November 2009 to July 2017. At Gilead, in addition to leading core functions within the legal department, Mr. Lang was a member of the company’s Corporate Operating Group, Global Legal Leadership Team and the Global Compliance Committee. Prior to Gilead, from 2003 to 2009, Mr. Lang was an attorney at Dechert LLP in New York City, where he represented companies and executives in regulatory enforcement matters, internal investigations, criminal defense matters, labor disputes, and other civil litigation and appeals. Mr. Lang served as a member of the board of directors of the United Way Bay Area from 2015 to 2018. Mr. Lang received his B.A. in Classical Studies from Queen’s University at Kingston, Canada and his J.D. from the University of Pennsylvania Law School.

Juan Camilo Arjona Ferreira, M.D.Dr. Arjona Ferreira has served as Chief Medical Officer of Myovant Sciences, Inc. since July 2017. From March 2014 to July 2017, Dr. Arjona Ferreira was Senior Vice President, Clinical Development at Shionogi Inc., a pharmaceutical company, where he served on its U.S. Senior Leadership Team and the Global Scientific Committee and was responsible for leading its U.S. Clinical Development organization. From July 2002 to March 2014, Dr. Arjona Ferreira worked at Merck & Co., Inc., a pharmaceutical company, where he held positions of increased responsibility, the last being Executive Director of Clinical Research in Women’s Health and led the product development teams for all programs in contraception and women’s health. He received his M.D. and completed his postgraduate specialist training in Obstetrics and Gynecology at Colegio Mayor del Rosario in Bogota, Colombia.

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Kim Sablich.Ms. Sablich has served as Chief Commercial Officer of Myovant Sciences, Inc. since December 2018. From May 2015 to May 2018, Ms. Sablich was Vice President, Primary Care Marketing in the U.S. for Glaxo SmithKline, or GSK, a pharmaceutical company, where she was responsible for revenue forecasts, product strategies, and execution plans for a broad portfolio of products: Advair®, Breo®, Anoro®, Incruse®, Tanzeum™, Levitra®, and Trelegy®. From July 2013 to May 2015, she served as Vice President, Global Medicines Commercialization of GSK in the U.K., in which role she was responsible for directing development of global commercialization strategies for cardiovascular and renal anemia pipeline assets, and from October 2010 to June 2013, she was Vice President, Vaccines Commercial Strategies. Before joining GSK, from July 1995 to October 2010, Ms. Sablich held various positions at Merck & Co., Inc., a pharmaceutical company, where she had increasing responsibility in the commercial organization across sales, product management, pricing/access, and customer insights, with a focus on the cardiovascular, respiratory, and vaccines business areas. Ms. Sablich has extensive experience indirect-to-consumer marketing, having led the development of consumer strategies and national multi-channel campaigns for multiple products. She served on the board of directors of AllerGenis, LLC from 2017 to 2019. Ms. Sablich earned her B.A. degree in economics from Denison University and her M.B.A. from The Wharton School of the University of Pennsylvania.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding beneficial ownership of our common shares as of June 14, 20195, 2020 by:

all of those known by us to be beneficial owners of more than five percent of our common shares;

our named executive officers for our fiscal year ended on March 31, 2019;

2020;

each of our directors; and

all of our executive officers and directors as a group.

The table below is based upon information supplied by officers, directors and principal shareholders and filings with the SEC. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, we believe that each of the shareholders named in this table has sole voting and dispositive power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 89,622,62689,961,259 common shares outstanding on June 14, 2019,5, 2020, adjusted as required by rules promulgated by the SEC. We have deemed common shares issuable by us pursuant to options held by the respective persons which may be exercised within 60 days after June 14, 2019,5, 2020, to be outstanding and to be beneficially owned by the person holding the option for the purpose of computing the percentage ownership of that person but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person.

Except as set forth below, the principal business address of each such person or entity is c/o Myovant Sciences Ltd., Suite 1, 3rd Floor,11-12 St. James’s Square, London, SW1Y 4LB, United Kingdom.

Beneficial Owner

  Number of
Shares
Beneficially
Owned		   Percent of
Shares
Beneficially
Owned		 

5% Shareholders:

    

Roivant Sciences Ltd. (1)

               40,765,599                        45.5% 

Takeda Pharmaceuticals International AG (2)

   7,420,625    8.3     

Named Executive Officers and Directors:

    

Lynn Seely, M.D. (3)

   1,969,975    2.2     

Frank Karbe (4)

   298,975    *     

Matthew Lang (5)

   182,204    *     

Juan Camilo Arjona Ferreira, M.D. (6)

   145,069    *     

Kim Sablich

   —    *     

Terrie Curran (5)

   58,146    *     

Mark Guinan (5)

   15,000    *     

Myrtle Potter

   —    —     

Vivek Ramaswamy

   —    —     

Kathleen Sebelius (7)

   65,967    *     

Frank Torti, M.D.

   —    —     

All executive officers and directors as a group (11 persons) (8)

   2,735,336    3.0% 

Beneficial Owner
​​
Number of
Shares
Beneficially
Owned
​​
Percent of
Shares
Beneficially
Owned
5% Shareholders:
​​
 
​​
 
Sumitomo Chemical Co., Ltd.(1)
​​
48,641,181
​​
54.1%
Janus Henderson Group plc(2)
​​
4,719,627
​​
5.2
BB Biotech AG(3)
​​
4,815,109
​​
5.4
Named Executive Officers and Directors:
​​
 
​​
 
Lynn Seely, M.D.(4)
​​
2,235,423
​​
2.5
Frank Karbe(5)
​​
567,586
​​
*
Matthew Lang(6)
​​
401,553
​​
*
Terrie Curran(7)
​​
90,000
​​
*
Mark Guinan(7)
​​
30,000
​​
*
Adele Gulfo
​​
—
​​
—
Hiroshi Nomura
​​
—
​​
—
Myrtle Potter(7)
​​
26,253
​​
*
Kathleen Sebelius(8)
​​
95,000
​​
*
All executive officers and directors as a group (10 persons)(9)
​​
3,544,236
​​
3.9%
*

Represents beneficial ownership of less than one percent.

(1)

As reported in a Form 4 filed with the SEC on May 21, 2020. Represents shares held by Sumitovant Biopharma Ltd. (formerly known as Vant Alliance Ltd.) (“Sumitovant”). Sumitovant is a wholly-owned subsidiary of Sumitomo Dainippon Pharma Co., Ltd. (“Sumitomo Dainippon Pharma”), which is a majority-owned subsidiary of Sumitomo Chemical Co., Ltd. (“Sumitomo Chemical”). The principal business address of Sumitomo Chemical is 27-1, Shinkawa 2-chome, Chuo-ku, Tokyo 104-8260 Japan. The principal business address of Sumitomo Dainippon Pharma is 6-8 Doshomachi 2-chome, Chuo-ku, Osaka 541-0045 Japan. The principal address of Sumitovant is 11-12 St. James’s Square, Suite 1, 3rd Floor, London SW1Y 4LB United Kingdom.
(2)
As reported in a Schedule 13D/13G filed with the SEC on February 14, 2020, Janus Henderson Group plc (“Janus Henderson”) has shared voting power and shared dispositive power with respect to these shares. Janus Henderson has an indirect 97% ownership stake in Intech Investment Management LLC (“Intech”) and a 100% ownership stake in Janus Capital Management LLC (“JCM”), Perkins Investment Management LLC (“Perkins”), Geneva Capital Management LLC (“Geneva”), Henderson Global Investors Limited (“HGIL”) and Janus Henderson Investors Australia Institutional Funds Management Limited (“JHIAIFML”), (each an “Asset Manager” and collectively as the “Asset Managers”). Each Asset Manager is an investment adviser registered or authorized in its relevant jurisdiction and each furnishing investment advice to various fund, individual and/or institutional clients (collectively referred to herein as “Managed Portfolios)). As a result of its role as investment adviser or sub-adviser to the Managed Portfolios, JCM may be
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deemed to be the beneficial owner of the 4,719,627 Myovant common shares held by such Managed Portfolios. However, JCM does not have the right to receive any dividends from, or the proceeds from the sale of, the securities held in the Managed Portfolios and disclaims any ownership associated with such rights. The principal business address of Janus Henderson Group plc is 201 Bishopsgate EC2M 3AE, United Kingdom.
(3)
As reported in a Schedule 13G/A filed with the SEC on July 16, 2019, reporting beneficial ownership asFebruary 14, 2020, BB Biotech AG (“BB Biotech”), and Biotech Target N.V. (“Biotech Target”), a wholly-owned subsidiary of July 16, 2019, RSL directly ownsBB Biotech, have shared voting power and has sole voting andshared dispositive power over all of these common shares. The principal business addressoffice of RSLBB Biotech is Suite 1, 3rd Floor,11-12 St. James’s Square, London, SW1Y 4LB, United Kingdom.

(2)

As reported in a Schedule 13G filed with the SEC on March 29, 2018, each of Takeda Pharmaceutical Company Limited (referred to herein as “TPC”), Takeda A/S (Denmark), (“TAS”), Takeda Pharma A/S (Denmark) (“TPAS”), Takeda Europe Holdings B.V. (Netherlands) (“TEHBV”), Takeda Pharmaceuticals

U.S.A., Inc. (“TPUSA”), Takeda Pharmaceuticals International AG (“TPIZ”), and Millennium Pharmaceuticals, Inc. (“Millennium”) has shared voting and dispositive power over these common shares.Schwertstrasse 6, CH-8200 Schaffhausen, Switzerland. The principal business office of such entities are: TPCBiotech Target is at12-10, Nihonbashi2-Chome,Chuo-Ku, Tokyo, M0,103-8668; TAS is at Dybendal Alle 10, 2630, Taastrup, G7; TPAS is at Dybendal Alle 10, 2630, Taastrup, G7; TEHBV is at Jupiterstraat 250, 2132 HK; TPUSA is at One Takeda Parkway, Deerfield, IL 60015; TPIZ is at Thurgauerstrasse 130, 8152 Glattpark-Opfikou, Zurich, V8 8152; Millennium is at 40 Landsdowne Street, Cambridge, MA 02139. On March 19, 2018, TPIZ sold 7,420,625 Common Shares of the Issuer to Millennium. Millennium is owned by TPUSA; 41.05% of the outstanding common stock of TPUSA is owned by TPIZ and 58.95% of the outstanding common stock of TPUSA is owned by TPC; 86.831% of the outstanding shares of TPIZ are owned by TPAS and 13.1680% of the outstanding shares of TPIZ are owned by TEHBV; TPAS is owned by TAS; 76.09% of the outstanding shares of TAS are owned by TPC and 23.91% of the outstanding shares of TAS are owned by TEHBV. TEHBV is wholly-owned by TPC.Ara Hill Top Building, Unit A-5, Pletterijweg Oost 1, Curaçao.
(3)(4)

Consists of (i) 846,165282,054 common shares and 564,111 unvested common shares held by Dr. Seely, (ii) 423,084 common shares held by Lynn Seely Ditzler and Timothy M Ditzler TTEE The 2019 Seely Grantor Retained Annuity Trust III, (iii) 423,084 common shares held by Lynn Seely Ditzler and Timothy M Ditzler TTEE The 2019 Seely Grantor Retained Annuity Trust IV, and (iv) 277,642543,090 common shares issuable upon exercise of an option exercisable within 60 days after June 14, 2019.

5, 2020.
(4)(5)

Consists of (i) 8,00043,324 common shares; and (ii) 290,975524,262 common shares issuable upon exercise of an option exercisable within 60 days after June 14, 2019.

5, 2020.
(5)(6)

RepresentsConsists of (i) 34,597 common shares; and (ii) 366,956 common shares issuable upon exercise of an option exercisable within 60 days after June 14, 2019.

5, 2020.
(6)(7)

Consists solely of (i) 4,115 common shares; and (ii) 140,954 common shares issuable upon exercise of an option exercisable within 60 days after June 14, 2019.

5, 2020.
(7)(8)

Consists of (i) 5,000 common shares; and (ii) 60,96790,000 common shares issuable upon exercise of an option exercisable within 60 days after June 14, 2019.

5, 2020.
(8)(9)

Consists of shares beneficially owned by executive officers and directors, as reflected in the table and footnotes 34 through 7 above.

8 above, and by our other executive officer who is not a named executive officer, including an aggregate of 1,761,742 common shares issuable upon exercise of options exercisable within 60 days after June 5, 2020.

27
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE;

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DELINQUENT SECTION 16(a) REPORTS

Section 16(a) of the Exchange Act requires our directors and executive officers, and persons who own more than 10% of a registered class of our equity securities, to file with the SEC initial reports of ownership and reports of changes in ownership of common shares and other equity securities of Myovant. Officers, directors and greater than 10% shareholders are required by SEC regulations to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during our fiscal year ended on March 31, 2019,2020, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

with, except that we are aware that Viking Global Investors LP, Viking Global Performance LLC and certain of their related entities filed a Form 4 on June 13, 2019, reporting a purchase of shares that occurred on June 4, 2019 by Roivant for which these Viking entities reported that they had indirect beneficial ownership.

DIRECTOR COMPENSATION

The following table shows, for our fiscal year ended on March 31, 2019,2020, information with respect to the compensation of ournon-employee directors. Dr. Seely, Mr. Ramaswamy and Dr. Manchester (while he served on the Board) and Mr. Nomura did not receive any compensation for their services as directors for our fiscal year ended on March 31, 2019.2020. Dr. Seely’s compensation for her service as an executive officer is set forth below under “Executive Compensation — Summary Compensation Table.”

DIRECTOR COMPENSATIONFOR OUR FISCAL YEAR ENDEDON MARCH Each of Mr. Nomura and Mr. Ramaswamy requested that he not receive, and accordingly did not receive, any compensation as a non-executive director.

Director Compensation for Our Fiscal Year Ended on March 31, 2019

Name

  Fees Earned
or Paid in
Cash
($)(1)		   Option
Awards
($)(2)(3)(4)		   Total
    ($)    		 

Mark Altmeyer (5)

  $                  24,022   $                345,536   $                369,558 

Terrie Curran

   60,000    345,536    405,536 

Wayne DeVeydt (6)

   23,283    —    23,283 

Mark Guinan

   43,484    581,807    625,291 

Myrtle Potter

   33,164    771,906    805,070 

Kathleen Sebelius

   72,343    345,536    417,879 

Frank Torti, M.D.

   16,087    677,586    693,673 

2020
Name
​​
Fees Earned
or Paid in
Cash
($)(1)
​​
Option
Awards
($)(2)(3)(4)
​​
Total
($)
Terrie Curran
​​
$67,250
​​
$267,581
​​
$334,831
Mark Guinan
​​
69,962
​​
267,581
​​
337,543
Adele Gulfo
​​
10,948
​​
321,714
​​
332,662
Myrtle Potter
​​
75,948
​​
267,581
​​
343,529
Kathleen Sebelius
​​
83,566
​​
267,581
​​
351,147
Frank Torti, M.D.(5)
​​
29,457
​​
267,581
​​
297,038
(1)

This column includes the annual fees paid to allnon-executive directors for their service on the Board as well as for their committee membership and chairperson positions. See “Information Regarding the Board of Directors and Corporate Governance — Information Regarding Committees of the Board of Directors” above for more information regarding committee membership.

(2)

Amounts reflect the full grant-date fair value of options granted to the respective director during the fiscal year, as computed in accordance with Financial Accounting Standards Board or the FASB,(the “FASB”) Accounting Standards Codification or the ASC,(the “ASC”) No. 718. Generally, the grant date fair value is the amount that we would expense in our consolidated financial statements over the award’s vesting schedule. AssumptionsWe provide information regarding the assumptions used to calculate the fair value of awards in Notes 2(N) and Note 10(C) of the calculation of these amounts are includednotes to our consolidated financial statements in our Form10-K for our fiscal year ended on March 31, 2019,2020, filed with the SEC on May 24, 2019.18, 2020. Our directors will only realize compensation with respect to options to the extent the market price of our common shares is greater than the exercise price per share of such options on the date of exercise.

(3)

Each of Mr. Altmeyer, Ms. Curran, andMr. Guinan, Ms. Potter, Ms. Sebelius and Mr. Torti was granted an option to purchase 22,50058,608 common shares at an exercise price of $24.25$7.65 per common share on August 31, 2018,23, 2019, which vests on the earlier to occur of (x) the first anniversary of the date of grant and (y) the date immediately prior to the date of the annual general meeting of shareholders for the year following the year in which the grant is made, subject in each case to continuous service through the vesting date. The option granted to Mr. AltmeyerDr. Torti on August 31, 201823, 2019 was subsequently cancelled following his resignation from the Board. Each of Mr. Guinan, Ms. Potter and Dr. TortiGulfo was granted an option to purchase 45,000 common shares at an exercise price of $19.71$11.17 per common share on July 23, 2018, $26.17 per common share on September 20, 2018 and $22.83 per common share on November 6, 2018, respectively,February 24, 2020, which vests as to 1/3 of the shares on the first anniversary of the grant date, with the balance of the shares vesting in eight equal quarterly instalments thereafter, subject to her or his continued service through the vesting date.

(4)

Options to purchase the following number of common shares were outstanding on March 31, 2019,2020, by each of thenon-executive directors: Ms. Curran, 90,000;148,608; Mr. Guinan, 103,608; Ms. Gulfo, 45,000; Ms. Potter, 45,000;103,608; and Ms. Sebelius, 90,000; and148,608. Each of Dr. Torti 45,000.and Mr. RamaswamyNomura did not hold any equity awards on March 31, 2019.

2020.
(5)

Mr. AltmeyerDr. Torti resigned from the Board on November 6, 2018.

(6)

Mr. DeVeydt resigned from the Board on July 23, 2018.

December 27, 2019.
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Non-Executive Director Compensation

The Compensation Committee previously approved a compensation policy for independent directors and later amended the policy to applyNon-Executive Director Compensation Policy that applies to directors who are not executive officers of Myovant, or the director compensation policy.Myovant. This policy may be modified or terminated by the Compensation Committee or the Board at its sole discretion.

Each of thenon-executive directors, other than Messrs. Ramaswamy and Nomura, received the applicable retainers and fees set forth below in the column titled “Fiscal Year 2018”Ended March 31, 2020” for serving as a member of the Board, as the Lead Independent Director, as a committee Chair or as a committee member during our fiscal year ended on March 31, 20192020 (which retainers and fees was paid on apro-rata basis for their respective service periods for the applicable positions during such fiscal year).

The Compensation Committee and the Board periodically review and determine non-executive director compensation with the input of senior management and outside compensation consultants as they deem appropriate. For example, Compensia the Compensation Committee’s compensation consultant, provided competitive compensation data and input for purposes of determining the compensation ofnon-executive directors for our fiscal year ending on March 31, 2020.2021. As a result of that review and study, the Compensation Committee adjusted our non-executive director compensation program to that as set forth below in the column titled “Fiscal Year 2019”Ending March 31, 2021” which became effective as of April 1, 2019.

2020.

Cash Compensation

Annual

Our Non-Executive Director Compensation Policy provides that we pay annual cash retainers are paid in the following amounts tonon-executive directors:

Retainer/Fee Category

  Fiscal Year 2018 ($)   Fiscal Year 2019 ($) 

Annual Retainer

  $                40,000   $                40,000 

Additional Annual Retainer forNon-Executive Chairman

   30,000    35,000 

Additional Annual Retainer for Lead Independent Director

   15,000    15,000 

Additional Annual Retainer for Committee Chairs:

    

Audit Committee

   15,000    20,000 

Compensation Committee

   10,500    14,500 

Nominating and Corporate Governance Committee

   7,500    10,000 

Additional Annual Retainer for Committee Members:

    

Audit Committee

   7,500    10,000 

Compensation Committee

   5,000    7,250 

Nominating and Corporate Governance Committee

   4,000    5,000 

Retainer/Fee Category
​​
Fiscal Year Ended
March 31,
2020 ($)
​​
Fiscal Year Ending
March 31,
2021 ($)
Annual Retainer
​​
$40,000
​​
$40,000
Additional Annual Retainer for Non-Executive Chairman
​​
35,000
​​
35,000
Additional Annual Retainer for Lead Independent Director
​​
15,000
​​
15,000
Additional Annual Retainer for Committee Chairs:
​​
 
​​
 
Audit Committee
​​
20,000
​​
20,000
Compensation Committee
​​
14,500
​​
15,000
Nominating and Corporate Governance Committee
​​
10,000
​​
10,000
Additional Annual Retainer for Committee Members:
​​
 
​​
 
Audit Committee
​​
10,000
​​
10,000
Compensation Committee
​​
7,250
​​
7,500
Nominating and Corporate Governance Committee
​​
5,000
​​
5,000
All annual retainers are paid in cash quarterly in arrears promptly following the end of the applicable fiscal quarter.

Equity Compensation

Under the director compensation policyNon-Executive Director Compensation Policy effective during our 2018 fiscal year and currently,ended March 31, 2020, upon initial election to the Board, each independentnon-executive director shall receive an initial option grant to purchase 45,000 of our common shares. The initial option grant is automatically granted, without further action, on the date on which the director’s service as a director begins and vests as to 1/3 of the shares on the first anniversary of the grant date, with the balance of the shares vesting in eight equal quarterly installments thereafter, subject to the applicable director’s continued service through the vesting date. Ms. Potter and Dr. Torti received theirEffective on April 1, 2020, the Non-Executive Director Compensation Policy was amended to provide that the initial grant would be a value-based equity grant. Effective on April 1, 2020, the initial grant is an option grants by actiongrant with an aggregate value of $350,000, on the date on which an applicable director’s service begins, which option is valued based on the Black-Scholes option value of the Compensation Committee.volume weighted average closing sales price of our common shares for all of the trading days during the 30 calendar day period ending on (and including) the last trading day immediately preceding the date on which such directors’ service begins. The vesting terms of the initial grant remain the same.
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In addition, under the Non-Executive Director Compensation Policy for our 2018 fiscal year ended March 31, 2020, on the date of the annual general meeting of shareholders, each independentnon-executive director who was elected or appointed as a director at least a full fiscal quarterthree months prior to an annual

general meeting of shareholders and whose service as a director continued after such annual general meeting of shareholders received an additional annual grant of an option to purchase 22,500with an aggregate value of our$266,200 on the date of the annual general meeting, which value is based on the Black-Scholes option value of the volume weighted average closing sales price of common shares whichof Myovant for all of the trading days during the 30 calendar day period ending on and including the last trading day immediately preceding the applicable date of the annual meeting. The annual option vests in full on the earlier to occur of (i) the first (1st) anniversary of the date of grant and (ii) the day immediately prior to the date of the annual general meeting of shareholders for the year following the year in which the grant is made, subject in each case to continued service through the vesting date. The annual option grant was automatically granted on the date of the annual general meeting of shareholders, without further action of the Compensation Committee or the Board.

Effective on April 1, 2019, the director compensation policy was amended to apply to allnon-executive directors. It further clarified that This provision remains unchanged for a director to be eligible to receive an annual option grant, such person shall have been elected or appointed as a director at least three months prior to an annual general meeting of shareholders. In addition, the annual option grant was amended to become a value-based equity grant. Effective on April 1, 2019, the annual grant is an option grant with an aggregate value of $266,200 on the date of the annual general meeting, which value is based on the Black-Scholes option value of the volume weighted average closing sales price of common shares of Myovant for all of the trading days during the 30 trading day periodour fiscal year ending on and including the last trading day immediately preceding the applicable date of the annual meeting. The vesting terms of the annual grant remain to be the same. Per Mr. Ramaswamy’s request, the Compensation Committee has determined that Mr. Ramaswamy shall not receive compensation pursuant to the director compensation policy.

March 31, 2021.

Option grants have an exercise price equal to the closing price of our common shares on the NYSE on the grant date and are subject to the applicable director’s continued service through the vesting date. Option grants expire on theten-year anniversary of the grant date and are subject to all applicable terms of our 2016 Equity Incentive Plan and applicable award agreements thereunder.
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EXECUTIVE COMPENSATION

We filed proxy statements during

Summary Compensation Table
The following table sets forth, for our fiscal yearsyear ended on March 31, 2017 and 2018 under the scaled reporting rules applicable to emerging growth companies. Beginning on April 1, 2019, we are no longer an emerging growth company and this Proxy Statement now includes additional detailed information about our executive compensation program as follows:

the “Compensation Discussion and Analysis” below discussing the compensation of our executive officers appearing in the compensation tables later in this Proxy Statement,2020, which executive officers we refer to as our “named executive officers” or “NEOs”;

an additional2019 fiscal year, of reporting history, and reporting on compensation for five, rather than just three, NEOs in our Summary Compensation Table;

additional compensation disclosure tables for “Grants of Plan-Based Awards in Our Fiscal Year Ended on March 31, 2019,” “Stock Vested During Our Fiscal Year Ended on March 31, 2019,” and “Potential Payments Upon Termination or Change of Control” which appear following the Compensation Discussion and Analysis;

anon-binding advisory vote on our NEOs’ compensation, included as Proposal 3 in this Proxy Statement; and

anon-binding advisory vote on the frequency on which we will hold future advisory votes on our NEOs’ compensation, included as Proposal 4 in this Proxy Statement.

References to the “Company,” “we,” or “our” in the section titled “Compensation Discussion and Analysis” refer to Myovant Sciences Ltd. and its subsidiaries.

COMPENSATION DISCUSSIONAND ANALYSIS

Executive Summary

Business Overview

We are a clinical-stage healthcare company focused on developing and commercializing innovative therapies for women’s health and prostate cancer. Our lead product candidate is relugolix, an oral, once-daily, small molecule that acts as a gonadotropin-releasing hormone, or GnRH, receptor antagonist that is currently being evaluated in multiple Phase 3 clinical trials across three distinct indications. We are advancing relugolix 40 mg in combinationwith low-dose estradiol and a progestin for the treatment of heavy menstrual bleeding associated with uterine fibroids and for pain associated with endometriosis, and relugolix 120 mg as a monotherapy for advanced prostate cancer. In addition, we aredeveloping MVT-602, an oligopeptidekisspeptin-1 receptor agonist, for the treatment of female infertility as part of assisted reproduction. Both relugolixand MVT-602 were licensed to us by Takeda Pharmaceuticals International AG, or Takeda, in April 2016.

Since our inception, we have devoted substantially all of our efforts to identifyingand in-licensing our product candidates, organizing and staffing the Company, raising capital, preparing for and advancing the clinical development of our product candidates and preparing for potential future regulatory approvals and commercialization of relugolix.

Our Performance Highlights and Achievements during Our Fiscal Year Ended on March 31, 2019

During our fiscal year ended on March 31, 2019, which we refer to as our 2018 fiscal year, we continuedcompensation awarded or paid to, drive growthor earned by, executing on our strategy and substantially advancing toward our goal to be the leading

healthcare company focused on developing and commercializing innovative treatments for women’s health and prostate cancer. Key highlights of our corporate performance included:

Relugolix Phase 3 Clinical Programs

In July 2018, we announced the completion of patient screening for the Phase 3 LIBERTY 1 trial, evaluating the once daily relugolix combination therapy in women with uterine fibroids and heavy menstrual bleeding.

In the second quarter of our 2018 fiscal year, we completed patient enrollment in the Phase 3 LIBERTY 1 trial and completed patient screening for the Phase 3 LIBERTY 2 trial, evaluating the once daily relugolix combination therapy in women with uterine fibroids and heavy menstrual bleeding.

In the third quarter of our 2018 fiscal year, we completed patient enrollment in the Phase 3 LIBERTY 2 trial, evaluating the once daily relugolix combination therapy in women with uterine fibroids and heavy menstrual bleeding.

During our 2018 fiscal year, we continued enrolling patients in the two replicate Phase 3 SPIRIT 1 and SPIRIT 2 trials evaluating the safety and efficacy of relugolix combination therapy in women with pain associated with endometriosis.

In October 2018, we announced completion of patient enrollment in the Phase 3 HERO trial evaluating the safety and efficacy of relugolix 120 mg as a monotherapy in men with advanced prostate cancer.

MVT-602 Clinical Program

In our 2018 fiscal year, following the completion of a Phase 1 study, we initiated and completed a successful dose-finding pharmacokinetic/pharmacodynamic Phase 2a study ofMVT-602, akisspeptin-1 receptor agonist, in healthy women undergoing a controlled ovarian stimulation protocol.

We presented data at the American Society for Reproductive Medicine (ASRM) Annual Congress from the Phase 1 trial ofMVT-602.

Financings

During our 2018 fiscal year, we raised aggregate net proceeds of approximately $272.9 million from equity offerings and financing transactions, including approximately $74.4 million from the issuance and sale of 3,533,399 common shares in an underwritten public equity offering in July 2018, $92.0 million pursuant to our existing financing arrangement with NovaQuest Capital Management in late December 2018, $22.5 million from the issuance of 1,110,015 common shares in a private placement to our controlling shareholder, RSL, and approximately $84.1 million from the issuance and sale of 3,970,129 common shares in an“at-the-market” equity offering program that we initiated in April 2018.

Corporate

In April 2018, we announced a partnership with PERIOD, Inc., ayouth-lednon-profit organization focused on menstrual equity, to elevate the conversation around period health, including an Ask Me About Periods campaign on college campuses around the country.

In May 2018, we entered into a Commercial Manufacturing and Supply Agreement with Takeda Pharmaceutical Company Ltd. pursuant to which Takeda will manufacture and supply us with relugolix drug substance to support the commercial launch of relugolix, if marketing authorization is granted, and assist with the transfer of technology and manufacturingknow-how to our second contract manufacturing organization.

We strengthened our executive team, including hiring our Chief Commercial Officer, Kim Sablich, and our Senior Vice President of Pharmaceutical Operations & Development, Jeff Nornhold.

Discussion of Our Executive Compensation Program during Our Fiscal Year Ended on March 31, 2019

This section provides an overview of our executive compensation philosophy, the overall objectives of our executive compensation program and each component of our executive compensation program. In addition, we explain how and why the Compensation Committee arrived at the specific compensation policies and decisions involving our executive management team, including our NEOs, during our fiscal year ended on March 31, 2019. The compensation provided to our NEOs for our fiscal year ended on March 31, 2019 is set forth in detail in the “Summary Compensation Table” and other tables following this section as well as in the accompanying footnotes and narratives relating to those tables.

Our NEOs for our fiscal year ended on March 31, 2019 were:

Lynn Seely, M.D., our Principal Executive Officer;

Frank Karbe,Officer, and our Principal Financial and Accounting Officer;

Matthew Lang, our General Counsel and Corporate Secretary;

Juan Camilo Arjona Ferreira, M.D., our Chief Medical Officer; and

Kim Sablich, our Chief Commercial Officer.

Philosophy and Objectives

The goals of our executive compensation program are to align our executive officers’ compensation with ourpre-established business objectives and the interests of our shareholders, to incentivize ourtwo other most highly compensated executive officers as of March 31, 2020, who are referred to rewardherein as our “named executive officers when we achieve success,officers” (“NEOs”). Our NEOs are not employees of Myovant Sciences Ltd., but rather are employees of Myovant Sciences, Inc., a wholly-owned subsidiary of Myovant Sciences Ltd.

Name and Principal Position
​​
Fiscal
Year
​​
Salary
($)
​​
Stock
Awards
($)(1)
​​
Option
Awards
($)(2)
​​
Non-Equity
Incentive Plan
Compensation
($)(3)
​​
All Other
Compensation
($)
​​
Total
($)
Lynn Seely, M.D.
Principal Executive Officer
​​
2019
​​
$601,000
​​
$—
​​
$5,188,188
​​
$433,000
​​
$              479
​​
$6,222,667
​
2018
​​
557,000
​​
—
​​
3,607,897
​​
267,360
​​
       2,045
​​
4,434,302
Frank Karbe
Principal Financial and
Accounting Officer
​​
2019
​​
436,000
​​
285,394
​​
3,068,716
​​
229,000
​​
       2,180
​​
4,021,290
​
2018
​​
410,000
​​
—
​​
1,665,485
​​
164,000
​​
       332
​​
2,239,817
Matthew Lang
General Counsel and
Corporate Secretary
​​
2019
​​
430,000
​​
278,080
​​
3,560,864
​​
232,000
​​
       2,054
​​
4,502,998
​
2018
​​
400,000
​​
—
​​
1,264,107
​​
167,000
​​
       153
​​
1,831,260
(1)
Amounts reflect the grant-date fair value of RSUs granted during the respective fiscal year computed in accordance with FASB ASC No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of awards in Note 2(N) of the notes to our consolidated financial statements included in our Form 10-K for our fiscal year ended on March 31, 2020, filed with the SEC on May 18, 2020. The amount reported for Mr. Karbe and Mr. Lang in our 2019 fiscal year represents the probable outcome of the performance-based and time-based RSUs (“PRSUs”) awarded to them at the grant date. The maximum potential value of the PRSUs granted to Mr. Karbe and Mr. Lang was $428,095 and $417,125, respectively, assuming we achieved the maximum goal for each performance criteria. Dr. Seely did not receive any PRSUs.
(2)
Amounts reflect the grant-date fair value of options granted during the respective fiscal year computed in accordance with FASB ASC No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of awards in Notes 2(N) and 10(C) of the notes to our consolidated financial statements included in our Form 10-K for our fiscal year ended on March 31, 2020, filed with the SEC on May 18, 2020. Our NEOs will only realize compensation with respect to options to the extent the market price of our common shares is greater than the exercise price of such options on the date of exercise. The amounts reported for Mr. Karbe and Mr. Lang for our fiscal year 2019 also includes the incremental fair value of the repricing of certain options.
(3)
The amounts represent performance-based cash incentive bonuses that were earned by our NEOs in the respective fiscal years. For Mr. Lang for fiscal 2019, $143,137 of this amount became payable as a result a change of control in Myovant in connection with the Roivant-Sumitomo Closing. The remainder of this performance-based cash bonus in the amount of $88,863 was paid in April 2020 on the regular payment schedule.
Narrative to reflect the teamwork philosophy of our executive management team.Specifically, we have created an executive compensation program that combines both short-term and long-term components, cash and equity compensation, and fixed and variablepayments, in proportionsSummary Compensation Table
In reviewing this section, please note that we believe are a smaller reporting company and are not required to provide a “Compensation Discussion and Analysis” of the most appropriate to incentivize and reward our executive officers for achieving ourpre-established short-term and long-term objectives.

We compete for qualified employees, including executive officers,type required by Item 402 of Regulation S-K. The disclosure in the pharmaceutical and biotechnology industries, where competition for talented employees is fierce. Our executive compensation programthis section is intended to make us competitive in this environment so that we can attractsupplement the SEC-required disclosure and retain executive officers, while being fair relative to other professionals within our organization, which helps our executive management function asit is not a stable team. We believe these considerations will enhance shareholder value over the longer term. The principal objectives of our executive compensation program consist of the following:

recruit, incentivizeCompensation Discussion and retain highly qualified executive officers who possess the skills and leadership necessary to grow our business;

Analysis.

reward our executive officers for achieving or exceeding our strategic and financial goals;

align the interests of our executive officers with those of our shareholders;

reflect our long-term business strategy;

promote a healthy approach to risk and be sensitive to underperformance as well as outperformance; and

provide compensation packages that are competitive, reasonable and fair relative to our peers and the overall market.

Decision-Making Process and Role of Compensation Committee

We review compensation annually for all employees, including our executive officers. In settingThe primary components of compensation for our executive officers are base salaries and annual cash bonus opportunities and granting equity incentive awards,awards. In setting these components, the Compensation Committee

considers compensation for comparable positions in the competitive market, the historical compensation levels of our executive officers, individual performance as compared to our expectations and objectives, and our desire to motivate our executive officers to achieve short-term and long-term results that are in the best interests of our shareholders and have a long-term commitment to us.

The Compensation Committee has historically determined compensation for our executive officers. For executive officers other than our Principal Executive Officer, the Compensation Committee solicits and considers such executive officers’ performance evaluations and recommendations submitted to the Compensation Committee by our Principal Executive Officer. In addition, the Compensation Committee conducts an evaluation of the performance of our Principal Executive Officer and determines any

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adjustments to her compensation as well as awards to be granted.Basedgranted. Based on those discussions and the exercise of its discretion, the Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our executive officers, including our Principal Executive Officer.

Generally, the Compensation Committee’s process for setting executive compensation comprises two related elements: the determination of compensation levels; and the establishment of performance objectives for the current year. The Compensation Committee generally makes adjustments to annual compensation, determines bonuses and equity awards and establishes new performance objectives at one or more meetings held near the beginning ofthe fiscal year. The Compensation Committee also considers matters related to individual compensation, such as compensation for new executive officer hires, as well as high-level strategic issues, such as the effectiveness of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.

For all executive officers, when making its compensation decisions,the Compensation Committee may review and consider, as appropriate, materials such as financial reports and projections, operational data, tax and accounting information, tally sheets that set forth the total compensation that may become payable to our executive officers in various hypothetical scenarios, executive officer share ownership information, company share performance data, analyses of historical executive officer compensation levels and current company-wide compensation levels and recommendations of Compensia, the Compensation Committee’s compensation consultant, including analyses of executive officer compensation paid at the companies comprising the compensation peer group.

Role of Compensation Consultant

The Compensation Committee has the authority to retain the services and obtain the advice of external advisors, including compensation consultants, legal counsel or other advisors, to assist in the evaluation of executive officer compensation. The Compensation Committee engaged Compensia as its compensation consultant in October 2017. During our fiscal year ended on March 31, 2019, the Compensation Committee continued its engagement of Compensia to review our executive and director compensation policies and practices and to conduct a competitive market analysis of executive and director compensation. During our fiscal year ended on March 31, 2019, Compensia provided the following assistance to the Compensation Committee:

reviewed and updated the compensation peer group of comparable public companies for purposes of evaluating the compensation levels of our executive officers andnon-employee directors;

analyzed the compensation levels and practices of the companies in our compensation peer group;

reviewed the competitiveness of compensation paid to our executive officers, including base salary, annual cash incentive awards and long-term incentive awards;

reviewed and provided input on the design of the annual and long-term incentive compensation programs offered to our executive officers and other members of senior management;

analyzed the board of director compensation practices of the companies in our compensation peer group and reviewed the competitiveness of compensation paid to ournon-employee directors; and

provided ad hoc advice and support, including related to the severance and change of control provisions in our employment agreements, aggregate equity utilization (burn rate and overhang) and broad-based employee cash and equity compensation.

Compensia reported directly to the Compensation Committee and provided no services to us other than the consulting services to the Compensation Committee. Based on the consideration of the six factors as set forth in the NYSE listing rules, the Compensation Committee does not believe that its relationship with Compensia or the work of Compensia on behalf of the Compensation Committeehas raised any conflict of interest. The Compensation Committee reviews these factors on an annual basis and receives written confirmation from Compensia stating its belief that it remains an independent compensation consultant to the Compensation Committee.

Compensation Peer Group

Comparison

The Compensation Committee uses a group of peer companies to understand the competitive market for executive talent and to evaluate the effectiveness of our executive compensation program. To attract, retain and engage high performing leaders, the Compensation Committee believes that the companies composing our compensation peer group should be aligned with our developmental stage, pipeline growth and market capitalization.

Compensia provided recommendations to the Compensation Committee regarding the companies comprising the peer group.group for our fiscal year ended on March 31, 2020. To develop the peer group, Compensia first used the following primary criteria to determine which companies were potential companies for inclusion: (i) companies with a market capitalization between $289$435 million and $2.6$4.35 billion (~0.3x – 3x of our then-market capitalization); and (ii) companies conducting Phase 2 or Phase 3 clinical trials of a lead drug candidate. After determining potential companies to include, Compensia used the following refinement criteria to determine the final group of peer companies: (i) companies with comparable complexity of pipeline (preference for companies with at least three indications in Phase 2 or Phase 3 clinical trials); (ii) companies with comparable research and development expenditures (preference for at least $50 million annually); and (iii) companies focused on similar therapeutic areas (i.e. oncology, women’s health and endocrine-related disorders).; and (iv) companies headquartered in California, New York and Massachusetts. The peer group that resulted from this screening method consisted of 2120 companies. The recommended peer group differed from the peer group used in our fiscal year ended on March 31, 2018,2019, in that sevennine companies were removed from the list because these companies no longer met the required selection criteria or were no longer aligned with the overall market capitalization selected for the Company,Myovant, and an additional eight companies were added to replace them based on the best-practice primary criteria used by Compensia, including market capitalization, stage of development, complexity of pipeline, research and development expense and therapeutic area focus. After reviewing Compensia’s analysis, the Compensation Committee adopted a peer group for our fiscal year ended on March 31, 2019.2020. The full list of 2120 peer companies is as follows:

Acceleron Pharma
​​
ImmunoGen
​​
Revance Therapeutics
Acceleron Pharma Inc.
Aimmune Therapeutics
​Epizyme, Inc.​
Intra-Cellular Therapies
Revance​​
Sangamo Therapeutics Inc.
Achaogen, Inc.
Alder BioPharmaceuticals
​Esperion​
Intrexon
​​
Spark Therapeutics Inc.
Sage Therapeutics, Inc.
Aerie
Arena Pharmaceuticals Inc.
​Intrexon Corporation​
MacroGenics
Sangamo Therapeutics, Inc.​​
The Medicines Co.
Aimmune
Audentes Therapeutics Inc.
​​
Mirati Therapeutics
​​
Xencor
Esperion Therapeutics
​​
Mometa Pharmaceuticals
​​
Zogenix
Global Blood Therapeutics Inc.
​Spark Therapeutics, Inc.
Alder BioPharmaceuticals, Inc.​
Portola Pharmaceuticals
Intra-Cellular Therapies, Inc.​​TG Therapeutics, Inc.
Array BioPharma Inc.MacroGenics, Inc.Xencor, Inc.
Dermira, Inc.MyoKardia, Inc.Ziopharm Oncology, Inc.

In addition to establishing the peer group, during our fiscal year ended on March 31, 2019,2020, the Compensation Committee adopted compensation guidelines targeting the 50th-75th percentile of peer group compensation for executive base salaries and target annual cash bonus opportunities, and targeting the 75th percentileupper end of the peer group compensation for executive long-term incentive compensation. The Compensation Committee continued to utilize the 75th percentile of peer group compensation for long-term incentive

compensation in order to provide a stronger incentive to our NEOs to manage the Company as owners with equity stakes in the business. The Compensation Committee does not apply peer group compensation data in a formulaic manner and the other factors as described herein may have an equal or greater impact on compensation decisions. For example, the positioning of an executive officer’s individual compensation may be above or below the peer group median based on factors such as experience and proficiency, as well as our recruitment, retention and succession planning requirements. The Compensation Committee also considers compensation history, as well as prior performance and related reward payouts, in establishing new compensation levels. In addition, the Compensation Committee may vary the positioning of each component of compensation based on broader considerations, such as the desired pay mix for certain roles, the impact of compensation decisions on accounting expense or shareholder dilution, or the need to tailor the compensation package to compete with a broader set of competitors for talent. In sum, the Compensation Committee uses compensation data from our compensation peer group as general guidance and as one of several factors that informs its judgment of appropriate compensation parameters for target compensation

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levels and maintains discretion to set levels of executive compensation above or below peer levels. Further, various members of the Compensation Committee may weigh factors differently than other members in arriving at the member’s conclusions as to the appropriate level of compensation to award.

Components of Compensation Program and Compensation for Our Fiscal Year Ended on March 31, 2019

Our executive compensation program consists of the following primary components:

base salary;

annual cash bonuses;

long-term incentive compensation in the form of equity awards; and

severance andchange-of-control related payments and benefits.

We also provide our executive officers, including our NEOs, with comprehensive employee benefit programs such as medical, dental and vision insurance, a Section 401(k) plan, life and disability insurance, flexible spending accounts and other plans and programs made available to all full-time employees.

Compensation Mix

The Compensation Committee has not established any formal policies or guidelines for allocating compensation between annual and long-term incentive compensation, between cash andnon-cash compensation, or between fixed and variable compensation.Instead, through our executive compensation program, the Compensation Committee seeks to align pay and performance. To that end, a significant portion of our NEOs’ compensation is “at risk” because it is variable, performance based and in large part dependent on the success of the Company.“At-risk” compensation for our fiscal year ended on March 31, 2019 included options and restricted stock units, or RSUs (to the extent applicable), the value of which depends entirely on increases in the price of our common shares and annual cash bonuses, which depend on the overall level of achievement of the Company performance goals, each NEO’s individual contributions toward the achievement of such performance goals and each NEO’s performance against their own individual performance goals. We believe these components enable us to provide a compensation package that helps attract and retain qualified individuals, links individual performance to Company performance, focuses the efforts of our executive officers, including our NEOs, on the achievement of both our short-term and long-term objectives, and aligns the interests of our executive officers, including our NEOs, with those of our shareholders. The following charts show the pay mix

of our Principal Executive Officer and other NEOs who were employed by us during the full fiscal year ended on March 31, 2019 (excluding Ms. Sablich who joined the Company in December 2018):

LOGO

*

Excludes Principal Executive Officer, or “PEO”, as well as Ms. Sablich who joined the Company in December 2018.

Annual Base Salaries

We provide our executive officers, including our NEOs, with a base salary to compensate them for services rendered to the CompanyMyovant for each fiscal year. The Compensation Committee establishes base salary amounts based on a number of factors, including the scope of the executive officer’s responsibilities, years of service and the Compensation Committee’s consideration of the competitive market based on, among other things, the Company’sour peer group, the Compensation Committee’s experience with other companies in our industry, base salary increase trends for executives and the competitive market analysis prepared by Compensia. The Compensation Committee

evaluates base salaries annually for all executive officers. In addition to the factors described above, the Compensation Committee considers individual factors, in a subjective manner, in setting base salaries, including the executive officer’s experience, achievements, leadership, teamwork and value to the Company.Myovant. Consideration of these individual factors encourages our executive officers to improve their individual performance.

Base Salaries during Our Fiscal Year Ended on

During our fiscal year ended March 31, 2019

The2020, applying the considerations set forth above, the Compensation Committee set the base salaries for our executive officers, including our NEOs for our fiscal year ended on March 31, 2019, at a meeting held in March 2018.In considering the appropriate level of base salaries for our NEOs, the Compensation Committee first considered the base salaries of similarly situated executives at our peer group companies to understand whether our compensation program is competitively positioned to retain our NEOs. Based on Compensia’s analysis, theannual base salary level for most of our NEOs prior to our 2018 fiscal year was near the 25th percentile of their comparable positions in our peer group. In order to align base salaries with the Compensation Committee’s compensation guidelines as described above, the Compensation Committee determined to set NEO base salaries for our fiscal year ended on March 31, 2019 near the 50th percentile of the compensation peer group for each position. In addition to the market data, the Compensation Committee also considered the following factors in a holistic analysis emphasizing:

the individual contribution of each of our NEOs to our clinical and corporate achievements during our fiscal year ended on March 31, 2018;

the criticality of each of our NEOs’ skill set and relative expected future contributions to our business;

the growing complexity of our business resulting in increased workloads and responsibilities for each of our NEOs; and

other competing business priorities for the Company that require substantial investment of time.

The competitive market analysis provided by Compensia indicated that the base salary increases as set forth below resulted in base salaries for our fiscal year ended on March 31, 2019 that, in comparison to the base salaries of comparable executives at the peer group companies, was at approximately the 50th percentile for Dr. Seely, slightly above the 50th percentile for Mr. Karbe and Mr. Lang and slightly belowas set forth in the 50th percentile for Dr. Arjona Ferreira. Ms. Sablich was hired in December 2018 and, after considering“Salary” column of the factors described above, theSummary Compensation Committee set her base salary at a level that the Compensation Committee considered appropriate for her role and responsibilities.

The following table sets forth the annual base salaries for our NEOs for our fiscal year ended on March 31, 2019.

Name

  Fiscal Year Ended on March 31,
2019, Base Salary
($)		   Increase
(%)		 

Lynn Seely, M.D.

  $                             557,000            8.73%  

Frank Karbe

   410,000                   11.50     

Matthew Lang

   400,000           8.99     

Juan Camilo Arjona Ferreira, M.D.

   420,000           2.94     

Kim Sablich

   400,000 (1)     N/A     

(1)

Annualized base salary. The actual amount paid to Ms. Sablich waspro-rated for our fiscal year ended on March 31, 2019 because she joined the Company in December 2018.

Table above.

Cash Bonus
Annual Cash Bonuses

Bonus

We seek to motivate and reward our executive officers, including our NEOs, for achievements relative to our corporate goals and individual performance each fiscal year. The Compensation Committee determines the target cash bonus opportunity is determined by the Compensation Committee and is expressed as a percentage of an executive officer’s base salary, with the

actual cash bonus payment subject to the achievement of individual performance determined by the Board or the Compensation Committee, as well as overall Companycompany performance criteria.

The corporate performance goals may be based on criteria such as the following: research, development and clinical activities; commercial and medical launch readiness activities; financial metrics, cash balance, operating expenses and stock price performance;metrics; hiring, retention, and employee engagement; development of plans and otherexecution on operational goals; clinical andplans; strategic collaborations and alliance management; manufacturing and supply goals; quality and compliance goals; regulatory goals; and public policy and advocacy goals. Individual performance may be assessed by theThe Compensation Committee assesses individual performance based on the individual participant’s contributions toward the achievement of our corporate performance goals, department goals for the participant’s area of responsibility, or other individual performance related to our corporate performance goals.

Cash Bonus during Our Fiscal Year Ended on

For our fiscal year ended March 31, 2019

Target Cash Bonus Opportunities

Bonus targets (which are expressed2020, the target cash bonus for each of Dr. Seely, Mr. Karbe and Mr. Lang as a percentage of their respective base salary) are based on the seniority of the applicable position. They are reviewed annually bysalaries was 60%, 50% and 45%, respectively. For our fiscal year ended March 31, 2020, the Compensation Committee taking into consideration competitive market data. In March 2018,awarded target cash bonuses based on both the Compensation Committee determined thatachievement of individual performance criteria for each executive officer and overall company performance. Based on the target annual cash bonus opportunitieslevel of achievement of Myovant and individual performance criteria for each respective executive officer for our fiscal year ended on March 31, 2019 should remain at2020, the same levels as the previous fiscal year for all NEOs other thanCompensation Committee awarded Dr. Seely, (i.e., 50% of base salary for Mr. Karbe and 45%Mr. Lang their respective performance-based bonuses, the actual amount of base salarywhich for each of them is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Of the amount for Mr. Lang, and Dr. Arjona Ferreira). The Compensation Committee’s decision regarding target annual cash bonus opportunities$143,137 of this amount was based on its assessment that the percentages of base salaries previously established were appropriate and continued to align us competitively with our compensation peer group. A review of the competitive market analysis prepared by Compensia indicated that with a target annual cash bonus opportunity of 50% of base salary, Dr. Seely’s target total cash compensation fell below the 50th percentile of the compensation peer group. In order to better align her target total cash compensation opportunity with those of chief executive officers of the companies included in our compensation peer group and in recognition of her greater role in determining the course of, and the ability to influence the future of, the Company, as well as the critical importance of her leadershippaid early pursuant to the Company’s achievementterms of its strategic business and financial objectives,his employment agreement as a result of a change of control in Myovant in connection with the Roivant-Sumitomo Closing.

Other Incentive Bonus
In February 2020, the Compensation Committee approved an increase to Dr. Seely’s target annual cashincentive bonus opportunity to 60%our executive officers, including our NEOs. The amount of the incentive bonus opportunity to be awarded to each NEO equals his or her respective base salary for the fiscal year endedending on March 31, 2019.

Corporate Performance Goals

For our fiscal year ended on March2021 and is scheduled to be paid in two equal installments within 30 days following December 31, 2019, the Compensation Committee established corporate2020 and July 31, 2021 (each a “Retention Date”), subject to performance goals to provide incentives to our NEOs to focus their efforts on the objectives that the Compensation Committee considered were most important to advancing our business during the fiscal year. The Board also reviewed and approved the corporate objectives approved by the Compensation Committee. The corporate performance goals fell into five categories: clinical development, pharmaceutical operations and development, commercial and medical affairs, general corporate, and product development. Within each category were multiplespecified objectivesapplicable NEO at a satisfactory level, as determined by Myovant in its sole discretion and the Compensation Committee established a weighting forapplicable NEO remaining actively employed with Myovant through each objective. The objectives in the clinical development category accounted for 50% of the total weighting, withRetention Dates.

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If an NEO’s employment is involuntarily terminated by Myovant without cause solely as part of a restructuring or reduction in force, or if his or her employment is terminated due to death, before the weightingsassociated Retention Date, the applicable installment of the incentive bonus will be pro-rated and will be made within 30 calendar days after his or her termination date. However, if before the applicable Retention Date, (i) the NEO is involuntarily terminated for any other reason, including without cause, (ii) the NEO voluntarily ends his or her employment, (iii) the NEO’s employment is terminated for cause or due to disability, or (iv) the executive officer violates any of the terms of a letter agreement that provides for the other categories listed above as follows: pharmaceutical operations and development (20%), commercial and medical affairs (15%), general corporate (10%) and product development (5%). The Compensation Committee established these weightings based its subjective assessmentincentive bonus opportunity, any unpaid portions of the importance of these objectives to the overall success of the Company.

Individual Performance

For our fiscal year ended on March 31, 2019, the Compensation Committee assessed the individual performance of each of our NEOs based on its subjective determination, after review, of the performance of each NEO. As part of its assessment, the Compensation Committee solicitedincentive bonus will not vest and considered the assessment by Dr. Seely, our Principal Executive Officer, of the individual performance of each of our NEOs other than herself.

Annual Cash Bonus Payments

During our fiscal year ended on March 31, 2019, management reported regularly to the Compensation Committee and the Board on the Company’s performance against the corporate performance goals, including in formalin-person meetings in June 2018, September 2018, December 2018 and February 2019. Following the end of our fiscal year ended on March 31, 2019, the Compensation Committee reviewed our performance against the corporate performance goals set at the beginning of our fiscal year and determined that we had met the corporate performance goals at the following levels: clinical development (75%); pharmaceutical operations and development (100%); commercial and medical affairs (83%); general corporate (100%); and product development (100%). After consideration, the Compensation Committee determined that the overall achievement of the corporate performance goals was at the 80% level.will be forfeited. The Compensation Committee also reviewed the individual performance of each of our NEOs. Following these determinations, the Compensation Committee, exercising its discretion, approved payment of the bonuses to our NEOs based on both the Company’s performance goals and each NEO’s individual achievement of performance goals. The Compensation Committee used its subjectivejudgment and consulted with our Principal Executive Officer (other than with respect to her ownincentive bonus payment) in determining the bonus payment to each of our NEOs. The chart below summarizes the total amount of cash bonuses awarded to our NEOs for our fiscal year ended on March 31, 2019, relative to the target annual cash bonus opportunity established for each NEO at the beginning of the year.

Name

  Fiscal Year Ended on March 31, 2019
Annual Cash Bonus		 
  Target   Earned 

Lynn Seely, M.D.

  $        334,200   $        267,360 

Frank Karbe

   205,000    164,000 

Matthew Lang

   180,000    167,000 

Juan Camilo Arjona Ferreira, M.D.

   189,000    123,000 

Kim Sablich (1)

   60,000    47,000 

(1)

Ms. Sablich’s annual cash target bonus is prorated from her hire date in December 2018. It does not include hersign-on bonus discussed below.

Sign-On Bonus for Ms. Sablich

Ms. Sablich joined the Company on December 1, 2018. In connection with her commencement of employment with us, the Compensation Committee awarded her aone-timesign-on cash bonuswill be reported in the amount“Summary Compensation Table” of $105,000, together with a taxgross-up payment representing additional compensation in an amount intended to offset, on anafter-tax basis, Ms. Sablich’s income taxes payable in respect ofour proxy statement when such bonus. This additional taxgross-up payment was a negotiated term with Ms. Sablich to induce her to join the Company. Thissign-on bonus requires that she remain employed with us for one year. If Ms. Sablich’s employment terminates voluntarily without good reason or involuntarily for cause, prior to the first anniversary date of her start date, she will be required to repay thesign-on bonus less the amount of the taxgross-up.

Long-Term Incentive Compensation

amounts are earned.

Equity Incentives
We provide long-term incentive compensation opportunities in the form of equity awards to incentivize and reward long-term corporate and individual performance based on the value of our common shares and, thereby, to align the interests of our executive officers with those of our shareholders. We believe that strong, long-term corporate performance is better achieved with a corporate culture that encourages a long-term focus by our executive officers, including our NEOs, as well as by our other employees. We believe that our use of equity awards also encourages the retention of our executive officers because the vesting of their awards requires continued employment (except in some cases following termination of employment or a change of control of Myovant, Sciences, Inc. or the Company, which is described in the section titled “Severance and Change of Control Payments and Benefits” below).

AllocationOur 2016 Equity Incentive Plan authorizes us to make grants to eligible recipients of Long-Term Equity Awards

incentive and nonstatutory stock options, stock appreciation rights, restricted stock awards, restricted stock units, performance stock, cash awards and other stock awards. To date, all of our awards under this plan have been in the form of restricted stock award, restricted stock units, PRSUs and stock options.

We generally grant our annual equity awards in the first quarter of each new fiscal year, with the grant date occurring at a regularly scheduled meeting of the Compensation Committee or a date agreed upon in advance with the Compensation Committee. We do not time the granting of equity awards to coordinate with the announcements of materialnon-public information. The option exercise price for options and the grant date fair value for RSUs and PRSUs are established based on the closing price of our common shares on the date of grant. The shares underlying options or RSUs granted under our 2016 Equity Incentive Plan typically vest as to 25% of the shares subject to the optionoptions or RSUs one year from the date of hire or date of grant in the case of merit-based equity awardsandand the remaining shares vest in 12 equal quarterly installments thereafter, provided the recipient has provided continuous service to us through such vesting date.

To-date, all of our annual equity awards have been granted to our NEOs in the form of options, becausePRSUs and RSUs and we have awarded to Dr. Seely in the form of options, PRSUs, RSUs and RSAs. We believe that options provide the strongesta strong alignment with our shareholders’ interests because their entire value depends on future stock price appreciation. In addition, we believe thatThe PRSUs provide alignment of our objectives and the multi-year vesting requirements applicable to options encourage retention because our NEOs are incentivized to remain employed through the vesting period. From time to time, the Compensation Committee has granted a portion ofnew-hire equity awards in the form of RSUs to new executive officers in order to attract, motivateexecutives’ compensation. Both PRSUs and retain such individuals. RSUs also reward growth in the market price of our common shares because they derive additional value from future stock price appreciation, and they are less dilutive to our shareholdershareholders because they require fewer shares than options.

Timing In addition, we believe that the multi-year vesting requirements applicable to options, PRSUs and RSUs and the performance requirements of Grant and Amount of Long-Term Equity Awards

Generally, the Compensation Committee grants annual equity awards once each year atpre-set meeting dates. The Compensation Committee does not timePRSUs encourage retention because our NEOs are incentivized to remain employed through the granting of equity awards around announcements of materialnon-public information. vesting period.

In determining the aggregate value of the equity awards granted to our executive officers, the Compensation Committee takes into consideration a competitive market analysis prepared by Compensia, and, as stated above, targetedincluding the 75th percentile relative topractices of our compensation peer group. The Compensation Committee believes that utilizing this target for long-term equity incentive compensation provides a strong incentive to our NEOs to manage the CompanyMyovant as owners with equity stakes in the business. The Compensation Committee also takes into account the value of our NEO’s equity holdings and previously granted equity awards in determining the amount of the awards, but does not directly increase or decrease future awards based on these other holdings.

After considering

In March 2019, using the competitive market analysis and review of these factors at a meeting in March 2018,criteria discussed above, the Compensation Committee approved annual option grants of options to our NEOs for our fiscal year ended on March 31, 2020, to Dr. Seely, Mr. Karbe and Mr. Lang to purchase 330,660, 132,270 and 152,110 of our common shares, respectively. Each of these grants had a grant date of April 5, 2019, had an exercise price per share of $24.44, the fair value of a common share on the date of grant, and was
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scheduled to vest as to 1/4 of the underlying common shares on the first anniversary of the grant date, with the remaining shares vesting in 12 equal quarterly installments thereafter, provided each executive officer has provided continuous service to us through each such date. The vesting of these options granted to Mr. Karbe and Mr. Lang accelerated upon the change of control in Myovant in connection with the Roivant-Sumitomo Closing.
In August 2019, the Compensation Committee approved a repricing of certain stock options previously granted to employees of Myovant, including three options held by Mr. Karbe totaling 446,960 shares, and three options held by Mr. Lang totaling 549,160 shares, which options include the options granted to them on April 5, 2019, to reduce the exercise price per share to $7.78, the fair market value of a share of our common stock on the date of the repricing. No stock options held by Dr. Seely were repriced. The purpose of the repricing was to bring the exercise price of the stock options in-line with our then-current stock price as the options were significantly underwater and provided little retentive value. In connection with the repricing, all repriced options granted to certain executive employees of Myovant Sciences, Inc., including Mr. Karbe and Mr. Lang, that had already vested were “locked” for one-year and could not be exercised during this period. The purpose of “locking” vested options was to further incentivize the executives to remain employed through the lock-up period. The Compensation Committee reached this decision after consultation with Compensia and chose repricing after consideration of a number of approaches in order to maximize performance of Myovant toward its publicly stated milestones while minimizing shareholder dilution, impact and expense.
In addition, in August 2019, the Compensation Committee granted PRSUs to certain executive employees, including to Mr. Karbe and Mr. Lang to purchase 55,025 and 53,615 of our common shares, respectively. Each of these PRSUs had a grant date of August 26, 2019. Pursuant to the applicable stock award agreement, one third of the shares subject to this PRSU award was scheduled to vest upon the later of the following dates, subject to Mr. Karbe’s or Mr. Lang’s services through such vesting date: (i) the twelve (12)-month anniversary of the grant date; and (ii) the first date on which all of the performance milestones set forth in the table below.

The option and RSU grants to Ms. Sablich disclosed in the following table represent the new hire awards in connection with her employment with us, which were arrived at in arms-length negotiations with her and,award agreement have been achieved by Myovant, as they are her initial awards and, were larger than the annual equity awards granted to most of the other NEOs.

Name

  Fiscal Year Ended on
March 31, 2019,
Stock Options Granted (#)		   Fiscal Year Ended
on March 31, 2019,
RSUs Granted (#)		 

Lynn Seely, M.D.

                           248,450    — 

Frank Karbe

   114,690    — 

Matthew Lang

   87,050    — 

Juan Camilo Arjona Ferreira, M.D.

   87,050    — 

Kim Sablich

   133,500                    29,700 

Severance and Change of Control Payments and Benefits

We have entered into employment agreements with our NEOs, providing for certain severance and change of control payments and benefits, the terms of which are described in more detail under the heading “Executive Compensation — Potential Payments Upon Termination or Change of Control.” The Compensation Committee believes that these agreements are an important element of our executive compensation program. We provide severance payments and benefits to each of our NEOs to provide financial protections in the event of termination of their employment other than for cause, or if they resign for good reason, because we believe such payments and benefits are essential to fulfill our objective of attracting and retaining key managerial talent. In addition, we provide change of control payments and benefits to each of our NEOs to provide protections in the event of their termination of employment following a change of control of Myovant Sciences, Inc. or the Company, and to further promote the ability of our NEOs to act in the best interests of our shareholders, despite the possibility of termination of their employment as a result of a change of control transaction. The Compensation Committee believes that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize shareholder value, including in the event of a transaction that could result in a change of control of Myovant Sciences, Inc. or the Company.

The terms and conditions of these agreements, including the terms and conditions for the severance and change of control payments and benefits, were considered and approved by the Compensation Committee at the time of hire of each NEO and were subsequently amended and approveddetermined by the Compensation Committee in November 2018, following its review of an analysis by Compensia, of similar arrangements with executive officers at our peer group of companies. For a summarysole discretion. The purpose of the material termsPRSU awards was to provide further alignment of Myovant’s objectives and conditionsthe executives’ compensation while deriving additional value from future stock price appreciation. The multi-year vesting requirements applicable to the PRSUs were designed to encourage retention because the executives are incentivized to remain employed through the vesting period. Two third of the shares subject to this PRSU award were scheduled to vest as follows: (i) one eighth of shares on the twelve (12)-month anniversary of the grant date, and (ii) one eighth of the shares each quarter thereafter measured from the twelve (12)-month anniversary of the grant date, provided that Mr. Karbe or Mr. Lang provided services through the applicable vesting date. The vesting of these PRSUs accelerated upon the change of control and severance arrangements, see the sectionin Myovant in connection with the heading “Executive Compensation — Potential Payments Upon Termination or Change of Control” in this Proxy Statement.Roivant-Sumitomo Closing.

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Other Compensation Policies

In connection with Ms. Sablich joining our Company in December 2018, we entered into an employment agreement with her providing that, in addition to providing for the base salary, a target bonus opportunity and equity awards as discussed above, Ms. Sablich would receive (i) a cash“sign-on” bonus in a lump sum payment totaling $105,000, together with a taxgross-up payment representing additional compensation in an amount intended to offset, on anafter-tax basis, Ms. Sablich’s income taxes payable in respect of such bonus, all as discussed above, and (ii) a relocation package to assist in her relocation to our California office location. The relocation package included packing and transportation of her household goods, airfare to relocate her and her family to the Bay Area, transportation of up to two automobiles, house-hunting assistance and up to three months of temporary housing (the latter not to exceed $27,000). The Compensation Committee approved these additional payments and benefits to facilitate Ms. Sablich’s transition into the Company.

Compensation Recovery Policy

As a public company subject to Section 304 of the Sarbanes-Oxley Act of 2002, if we are required to restate our financial results as the result of misconduct or due to our material noncompliance with any financial reporting requirements under the federal securities laws, our Principal Executive Officer and Principal Financial and Accounting Officer may be legally required to reimburse us for any bonus or incentive-based or equity-based compensation they receive. In addition, we will comply with the requirements of Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection Act and anticipate that we will adopt a compensation recovery policy once final regulations on the subject have been adopted.

Impact of Accounting and Tax Requirements on Compensation

Deductibility of Executive Compensation

Section 162(m) of the Code has historically limited companies to a deduction for federal income tax purposes of not more than $1 million of compensation paid to certain executive officers in a calendar year,

subject to certain exceptions, including an exception for certain “performance-based compensation,” as defined in the Code and accompanying regulations. Under a transition rule that applies to newly-public companies, we are currently exempt from this limitation. Due to the effects of tax reform, the historical exemption for performance-based compensation will be available only for certain prior “grandfathered” arrangements, and we will continue to review related guidance from the Internal Revenue Service as it becomes available. In determining the form and amount of compensation for our NEOs, the Compensation Committee may continue to consider all elements of the cost of such compensation. While it considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee may also look at other factors in making its decisions and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the compensation is not deductible by us for tax purposes.

Accounting Considerations

The accounting impact of our executive compensation program is one of many factors that the Compensation Committee considers in determining the size and structure of annual bonus opportunities and design and amount of equity awards.

COMPENSATION COMMITTEE REPORT*

The Compensation Committee of the Board of Directors has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) ofRegulation S-K with management and, based on such review and discussions, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement and incorporated into our Annual Report onForm 10-K for the year ended on March 31, 2019.

Ms. Terrie Curran

Ms. Kathleen Sebelius

Mr. Mark Guinan

*

The material in this report is not “soliciting material,” is not deemed “filed” with the SEC and is not to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof and irrespective of any general incorporation language in any such filing.

SUMMARY COMPENSATION TABLE

The following table sets forth, for our fiscal year ended on March 31, 2019, which we refer to as our 2018 fiscal year, for our fiscal year ended on March 31, 2018, which we refer to as our 2017 fiscal year, and for our fiscal year ended on March 31, 2017, which we refer to as our 2016 fiscal year, compensation awarded or paid to, or earned by, our Principal Executive Officer, Principal Financial Officer and our three other most highly compensated executive officers

Outstanding Equity Awards as of March 31, 2019, who are referred to herein as our “NEOs.” Our NEOs are not employees of Myovant Sciences Ltd., but rather are employees of Myovant Sciences, Inc., a wholly-owned subsidiary of Myovant Sciences Ltd.

Name and Principal Position

 Year  Salary
($)		  Bonus
($)(6)		  Stock
Awards
($)(7)		  Option
Awards
($)(7)		  Non-Equity
Incentive Plan
Compensation
($)(9)		  All Other
Compensation
($)(10)		  Total
($)		 

Lynn Seely, M.D. (1)

Principal Executive Officer

  2018  $       557,000  $—  $—  $    3,607,897  $       267,360  $2,045  $4,434,302 
  2017   525,569   —       7,999,094   3,404,171   230,400   —     12,159,234 
  2016   251,154   —   5,756,363(8)   —   200,000   —   6,207,517 

Frank Karbe (2)

Principal Financial and Accounting Officer

  2018   410,000   —   —   1,665,485   164,000   332   2,239,817 
  2017   367,700          200,000   —   1,702,086   184,000   11,846   2,465,632 
  2016   159,231   —   —   2,783,811   —   —   2,943,042 

Matthew Lang (3)

General Counsel and Corporate Secretary

  2018   400,000   —   —   1,264,107   167,000   153   1,831,260 
  
2017
 
  264,193   100,000   —   2,346,492   131,000   68,108   2,909,793 
Juan Camilo Arjona  2018   420,000   50,000   —   1,264,107   123,000          121,479   1,978,586 

Ferreira, M.D. (4)

Chief Medical Officer

  2017   —   —   —   —   —   —   — 

Kim Sablich (5)

Chief Commercial Officer

  2018   133,333   105,000   513,216   1,474,406   47,000   87,958   2,360,913 

(1)

Dr. Seely’s employment with Myovant Sciences, Inc. commenced in May 2016. Dr. Seely is not compensated for her role as a director.

(2)

Mr. Karbe’s employment with Myovant Sciences, Inc. commenced in September 2016.

(3)

Mr. Lang’s employment with Myovant Sciences, Inc. commenced in July 2017.

(4)

Dr. Arjona Ferreira’s employment with Myovant Sciences, Inc. commenced in July 2017, but he was not a NEO in our 2017 fiscal year.

(5)

Ms. Sablich’s employment with Myovant Sciences, Inc. commenced in December 2018.

(6)

The amount reported for Mr. Karbe in our 2017 fiscal year represents (a) asign-on bonus of $50,000 paid to him upon his becomingnon-interim Chief Financial Officer in April 2017, and (b) aone-time discretionary performance bonus of $150,000 paid on theone-year anniversary of his initial start date as interim Chief Financial Officer. The amount reported for Mr. Lang in our 2017 fiscal year represents asign-on bonus paid to him when he commenced his employment with Myovant Sciences, Inc. The amount reported for Dr. Arjona Ferreira in our 2018 fiscal year represents 50% of hissign-on bonus paid to him during our 2018 fiscal year. The amount reported for Ms. Sablich in our 2018 fiscal year represents asign-on bonus paid to her when she commenced her employment with Myovant Sciences, Inc.

(7)

Amounts reflect the grant-date fair value of options and RSUs granted during the respective fiscal year computed in accordance with FASB ASC No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of these awards in Notes 2(L) and 9 to our consolidated financial statements included in our Form10-K for our fiscal year ended on March 31, 2019, filed with the SEC on May 24, 2019. Our NEOs will only realize compensation with respect to options to the extent the market price of our common shares is greater than the exercise price of such options on the date of exercise.

(8)

This amount does not include the fair value of an equity award of 66,845 restricted stock units in RSL, or the RSL RSUs, granted to Dr. Seely during our 2016 fiscal year as more fully described in the table titled “Outstanding Equity Awards as of March 31, 2019” below. The RSL RSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within a specified number of years from the grant date, provided Dr. Seely has provided continued service to RSL, or one of its subsidiaries, such as Myovant, through such date. As of the grant date, the RSL RSUs’ performance criteria were deemed not probable of occurring, therefore no

2020

share-based compensation expense has been recorded related to the RSL RSUs. Assuming that all of the vesting requirements to the RSL RSUs were met, the value of the RSL RSUs as of the grant date would have been $930,482.
(9)

The amounts represent performance-based incentive bonuses that were earned by our NEOs in the respective fiscal years.

(10)

The amount reported for Dr. Arjona Ferreira in our 2018 fiscal year includes (a) a $26,429“gross-up” for income taxes payable in connection with thesign-on bonus of $50,000 that he earned during our 2018 fiscal year; and (b) relocation expenses of $94,625 paid by the Company. The amount reported for Ms. Sablich in our 2018 fiscal year consists of (a) relocation expenses of $22,709 paid by the Company for her; and (b) a $65,249“gross-up” for income taxes payable in connection with hersign-on bonus.

GRANTSOF PLAN-BASED AWARDSIN OUR FISCAL YEAR ENDEDON MARCH 31, 2019

The following table provides information regarding grants of plan-based awards to our NEOs during our fiscal year ended on March 31, 2019:

Name

 Grant
Date		  Date of
Corporate
Action		  Estimated Possible
Payouts Under
Non-Equity Incentive
Plan Awards		  All Other
Stock
Awards:
Number of
Shares of
Stock
or Units
(#)		  All Other
Option
Awards:
Number of
Securities
Underlying
Options
(#)		  Exercise
or Base
Price of
Option
Awards
($/Sh.)		  Grant Date
Fair
Value of
Stock
and Option
Awards
($)(2)		 
 Threshold
($)		  Target
($)(1)		 
Lynn Seely, M.D.  03/28/2018   03/28/2018  $              —  $       334,200   —   —  $—  $— 
  04/16/2018   03/28/2018   —   —   —   248,450              21.87       3,607,897 
Frank Karbe  03/28/2018   03/28/2018   —   205,000   —   —   —   — 
  04/16/2018   03/28/2018   —   —   —   114,690   21.87   1,665,485 
Matthew Lang  03/28/2018   03/28/2018   —   180,000   —   —   —   — 
  04/16/2018   03/28/2018   —   —   —   87,050   21.87   1,264,107 
Juan Camilo Arjona  03/28/2018   03/28/2018   —   189,000  —   —   —   — 
Ferreira, M.D.  04/16/2018   03/28/2018   —   —   —   87,050   21.87   1,264,107 
Kim Sablich  11/06/2018   11/06/2018   —   60,000   —   —   —   — 
  12/17/2018   11/06/2018   —   —   —            133,500   17.28   1,474,406 
  12/17/2018   11/06/2018   —   —             29,700   —   —   513,216 

(1)

Reflects performance-based incentive bonuses. The dollar amounts reported in this column represents the target amounts of each NEO’s annual cash bonus award for our fiscal year ended on March 31, 2019. No threshold or maximum amounts were established. The actual cash bonus award earned for our fiscal year ended on March 31, 2019 for each NEO is set forth in the “Summary Compensation Table” above. Accordingly, the amounts set forth in this column do not represent additional compensation earned by our NEOs for our fiscal year ended on March 31, 2019, or the actual cash compensation earned by our NEOs. The target amounts represent 60% of the base salary for Dr. Seely, 50% of the base salary for Mr. Karbe, and 45% of the base salary for Mr. Lang, Dr. Arjona Ferreira and Ms. Sablich. The target amount included in the table above for Ms. Sablich represents the annual target amount prorated from her hire date of December 1, 2018.

(2)

Amounts reflect the full grant-date fair value of options and RSUs granted during our fiscal year ended on March 31, 2019 computed in accordance with FASB ASC No. 718, rather than the amounts paid to or realized by our NEOs. We provide information regarding the assumptions used to calculate the fair value of these awards in Notes 2(L) and 9 to our consolidated financial statements included in our Form10-K for our fiscal year ended on March 31, 2019, filed with the SEC on May 24, 2019. Our NEOs will only realize compensation with respect to options to the extent the market price of our common shares is greater than the exercise price of such options on the date of exercise.

OUTSTANDING EQUITY AWARDSASOF MARCH 31, 2019

The following table shows certain information regarding outstanding equity awards held by our NEOs as of March 31, 2019.2020. All awards were granted under our 2016 Equity Incentive Plan.

Name

 Option Awards  Stock Awards 
 Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)		  Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)		  Option
Exercise
Price
($)		  Option
Expiration
Date		  Number of
Shares That
Have Not
Vested
(#)		  Market Value
of Shares
That
Have Not
Vested
($)		  Equity incentive
plan awards:
number of
unearned
shares,
units or
other rights
that have
not vested
(#)		  Equity
incentive
Plan awards:
market or
payout value of
unearned
shares,
units or other
rights that
have not
vested
($)		 
Lynn Seely, M.D.  175,000   225,000 (1)   $        12.68   05/14/2027   —        $—         —        $—       
  —   248,450 (2)   21.87   04/15/2028   —         —         —         —       
  —   —         —   —   —         —         66,845 (3)   930,482 (4) 
  —   —         —   —   352,568 (5)   8,415,798 (6)   —         —       
  —   —         —   —   —         —         564,111 (7)   13,465,330 (6) 
Frank Karbe  141,030   84,614 (8)   5.11   09/20/2026   —         —         —         —       
  87,500   112,500 (1)   12.68   05/14/2027   —         —         —         —       
  —   114,690 (2)   21.87   04/15/2028   —         —         —         —       
Matthew Lang  116,250   193,750 (1)   11.30   07/16/2027   —         —         —         —       
  —   87,050 (2)   21.87   04/15/2028   —         —         —         —       
Juan Camilo Arjona Ferreira, M.D.  97,500   162,500 (1)   10.60   08/14/2027   —         —         —         —       
  —   87,050 (2)   21.87   04/15/2028   —         —         —         —       
  —   —         —   —   6,250 (9)   149,188 (6)   —         —       
Kim Sablich  —   133,500 (2)   17.28   12/16/2028   —         —         —         —       
  —   —         —   —   29,700 (9)   708,939 (6)   —         —       

 
​​
Option Awards
​​
Stock Awards
Name
​​
Number of
Securities
Underlying
Unexercised
Options
Exercisable
(#)
​​
Number of
Securities
Underlying
Unexercised
Options
Unexercisable
(#)
​​
Option
Exercise
Price
($)
​​
Option
Expiration
Date
​​
Number of
Shares or
Units That
Have Not
Vested
(#)
​​
Market Value
of Shares
That
Have Not
Vested
($)
​​
Equity incentive
plan awards:
number of
unearned
shares,
units or
other rights
that have
not vested
(#)
​​
Equity
incentive
Plan awards:
market or
payout value of
unearned
shares,
units or other
rights that
have not
vested
($)
Lynn Seely, M.D.
​​
275,000
​​
125,000(1)
​​
$12.68
​​
05/14/2027
​​
—
​​
$—
​​
—
​​
$—
​
108,700
​​
139,750(2)
​​
21.87
​​
04/15/2028
​​
—
​​
—
​​
—
​​
—
​
—
​​
330,660(3)
​​
24.44
​​
04/04/2029
​​
—
​​
—
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
70,512(4)
​​
532,366(5)
​​
—
​​
—
​
—
​​
—
​​
—
​​
—
​​
—
​​
—
​​
564,111(6)
​​
4,259,038(5)
Frank Karbe
​​
225,644
​​
—
​​
5.11
​​
09/20/2026
​​
—
​​
—
​​
—
​​
—
​
87,500
​​
112,500(1)
​​
7.78(7)
​​
05/14/2027
​​
—
​​
—
​​
—
​​
—
​
78,848
​​
35,842(2)
​​
7.78(8)
​​
04/15/2028
​​
—
​​
—
​​
—
​​
—
​
132,270
​​
—
​​
7.78(9)
​​
04/04/2029
​​
—
​​
—
​​
—
​​
—
Matthew Lang
​​
155,000
​​
155,000(1)
​​
7.78(10)
​​
07/16/2027
​​
—
​​
—
​​
—
​​
—
​
59,846
​​
27,204(2)
​​
7.78(8)
​​
04/15/2028
​​
—
​​
—
​​
—
​​
—
​
152,110
​​
—
​​
7.78(9)
​​
04/04/2029
​​
—
​​
—
​​
—
​​
—
(1)

One quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and will continue to vest in 12 equal quarterly installments thereafter for Dr. Seely, provided each recipient, respectively,Dr. Seely has provided continuous service to us through each such date. For Mr. Karbe and Mr. Lang, one quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and were scheduled to continue to vest in 12 equal quarterly installments thereafter, provided that each of Mr. Karbe and Mr. Lang provide continuous services to us through each such date. The vesting of these options granted to Mr. Karbe and Mr. Lang accelerated in full upon the change of control in Myovant in connection with the Roivant-Sumitomo Closing in December, 2019. Amounts for Mr. Karbe and Mr. Lang represent vested options that cannot be exercised for 12 months commencing on August 26, 2019, subject to certain exceptions provided by their applicable option agreements. The grant dates for these options were as follows: Dr. Seely and Mr. Karbe, May 15, 2017; and Mr. Lang, July 17, 2017; and Dr. Arjona Ferreira, August 15, 2017.

(2)

One quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and will continue to vest in 12 equal quarterly installments thereafter for Dr. Seely, provided Dr. Seely has provided continuous service to us through each such date. For Mr. Karbe and Mr. Lang, one quarter of the shares subject to the option vested on the first anniversary date of the grant date, and the remaining shares subject to the option have vested and were scheduled to continue to vest in 12 equal quarterly installments thereafter, provided that each of Mr. Karbe and Mr. Lang provide continuous services to us through each such date. The vesting of these options granted to Mr. Karbe and Mr. Lang accelerated in full upon the change of control in Myovant in connection with the Roivant-Sumitomo Closing in December, 2019. Amounts for Mr. Karbe and Mr. Lang represent vested options that cannot be exercised for 12 months commencing on August 26, 2019, subject to certain exceptions provided by their applicable option agreements. The grant date for these options was April 16, 2018.

(3)
One quarter of the shares subject to the option vests on the first anniversary date of the grant date, and the remaining shares subject to the option will vest in 12 equal quarterly installments thereafter, provided each recipient, respectively, has provided continuous service to us through each such date. The grant dates for these options were as follows: Dr. Seely, Mr. Karbe, Mr. Lang and Dr. Arjona Ferreira, April 16, 2018; and Ms. Sablich, December 17, 2018.

(3)

Represents the RSL RSUs. The RSL RSUs will vest to the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within specified years of the grant date, provided Dr. Seely has provided continued service to RSL, or one of its subsidiaries, such as Myovant, through such date.

(4)

Significant judgment and estimates were used to estimate the fair value of the RSL RSUs, as they are not publicly traded. The fair value was estimated based on various corporate event-based considerations, including certain thresholds for future financing and liquidity events of RSL as defined in the applicable agreement and Monte Carlo simulation.

(5)

One quarter of the common shares under this restricted stock award vested on May 31, 2017, with the remaining shares having vested and will continue to vest in 12 equal quarterly installments thereafter, providedthat Dr. Seely has provided continuous service to us through each such date. The grant date for this option was April 5, 2019.

(4)
One quarter of the shares subject to this restricted stock award vested on the first anniversary date of the grant date, and the remaining shares subject to this restricted stock awards have vested in equal quarterly installments thereafter. This number of shares in the table represents the number oflast quarterly installment subject to this restricted stock award that was unvested shares as of March 31, 2019.2020. The grant date for this restricted stock award was June 16, 2016.

(6)(5)

The market value of restricted common shares that have not vested is calculated based on the fair market value of $23.87$7.55 per share, which is the closing price of our common shares on March 29, 2019,31, 2020, the last trading day of our fiscal year ended on March 31, 2019.

2020.
(7)(6)

These restricted shares will vest based on our stock price (based on a continuousfive-day volume-weighted average price), as follows: 1/3 of the shares will vest if our stock price exceeds $30.00 per share, an additional 1/3 of the shares will vest if our stock price exceeds $60.00 per share, and the final 1/3 of the shares will vest if our stock price exceeds $90.00 per share, provided Dr. Seely has provided continuous service through the time each vesting milestone is achieved.

(7)
The shares subject to this option were originally issued with an exercise price of $12.68 and were repriced on August 26, 2019.
(8)

1/8 of theThe shares subject to the option vested on each of March 31, 2017 and September 21, 2017, with the remaining shares having vested and will continue to vest in 12 equal quarterly installments thereafter measured from September 21, 2017, provided Mr. Karbe has provided continuous service to us through each such date. The grant date for this option was September 21, 2016.

were originally issued with an exercise price of $21.87 and were repriced on August 26, 2019.
(9)

One quarter of theThe shares subject to the RSU award vested or will vestthis option were originally issued with an exercise price of $24.44 and were repriced on the first anniversary date of the grant date, and the remainingAugust 26, 2019.

(10)
The shares subject to the RSU have vested and/or will continue to vest in 12 equal quarterly installments thereafter, provided each recipient, respectively, has provided continuous service to us through each such date. The number of shares represents the number of unvested shares as of March 31, 2019. The grant dates for these RSU awardsthis option were as follows: Dr. Arjona Ferreira, August 15, 2017; and Ms. Sablich, December 17, 2018.

STOCK VESTED DURING OUR FISCAL YEAR ENDEDON MARCH 31, 2019

None of our NEOs acquired any shares upon theoriginally issued with an exercise of options during our fiscal year ended on March 31, 2019. The following table shows the number of our common shares subject to restricted stock awards and RSUs held by each NEO that vested during our fiscal year ended on March 31, 2019.

   Stock Awards 

Name

  Number of
Shares
Acquired on
Vesting (#)		   Value
Realized on
Vesting
($)(1)		 

Lynn Seely, M.D.

                                            282,056   $                                         6,237,668 

Frank Karbe

   —    — 

Matthew Lang

   —    — 

Juan Camilo Arjona Ferreira, M.D.

   3,750    77,856 

Kim Sablich

   —    — 

(1)

Represents the aggregate value realized on vesting of stock awards during our fiscal year ended on March 31, 2019, computed on each such vesting date as the market price of an underlying common share$11.30 and were repriced on such vesting date multiplied by the number of common shares that vested on such date.

August 26, 2019.
36

POTENTIAL PAYMENTS UPON TERMINATIONOR CHANGETABLE OF CONTROL CONTENTS

Potential Payments Upon Termination or Change of Control
Our NEOs are entitled to certain payments and benefits upon a qualifying termination of employment or a change of control of Myovant Sciences, Inc. or of the Company.Myovant. The following discussion describes the payments and benefits to which our NEOs would have become entitled pursuant to their employment agreements in effect as of March 31, 2019.

2020.

Summary of Change of Control and Severance Arrangements

Each of our NEOs is employed by Myovant Sciences, Inc., our wholly-owned subsidiary, andwhich provides services to us pursuant to an intercompany services agreement. Myovant Sciences, Inc. has an employment agreement with each of our NEOs that sets forth the terms and conditions of employment. On November 7, 2018, Myovant Sciences, Inc. entered into amended and restated employment agreements with each of Dr. Seely,

Mr. Karbe, Mr. Lang and Dr. Arjona Ferreira, amending certain provisions of the severance and change of control provisions of these agreements following the Compensation Committee’s review of an analysis by Compensia, of similar arrangements with executive officers at our peer group of companies. On November 1, 2018, Myovant Sciences, Inc. entered into an employment agreement with Ms. Sablich, which became effective on December 1, 2018 when she joined Myovant Sciences, Inc. These agreements provide for“at-will” “at-will” employment and set forth our NEO’s annual base salary, target performance bonus opportunity, equity incentive award, severance terms and eligibility for employee benefits. For the purposes of this discussion, references to “Myovant,” “we,” “us” and “our” are deemed to refer to Myovant Sciences, Inc. or Myovant Sciences Ltd. as the Company as context requires.

Under each of the amended and restated employment agreements with Dr. Seely, Mr. Karbe and Mr. Lang, and Dr. Arjona Ferreira and the employment agreement with Ms. Sablich, such NEO is eligible for the following severance and change of control payments and benefits, conditioned upon delivering a release of claims in our favor as described hereafter:

(1)
(1)

If we terminate our NEO’s employment without cause (other than due to our NEO’s death or disability) or our NEO resigns for good reason, each a Qualifying Termination, we shall pay him or her any earned but unpaid base salary accrued through the date of termination, at the rate then in effect. In addition, if our NEO executes a nonrevocable waiver and release of claims in our form and allows it to become effective in accordance with its terms, then (i) we shall pay our NEO a cash payment equal to the sum of his or her annual base salary and target annual performance bonus amount, (ii) we shall reimburse our NEO for continued medical coverage (inclusive of premiums for our NEO’s eligible dependents) for up to 12 months if he or she timely elects such continued coverage; and (iii) 25% (in the case of Mr. Karbe and Mr. Lang, Dr. Arjona Ferreira and Ms. Sablich)) or 50% (in the case of Dr. Seely) of his or her then-unvested and outstanding equity awards shall vest.

(2)
(2)

If we terminate our NEO’s employment for cause, or our NEO resigns without good reason, or due to our NEO’s death of disability, we shall pay our NEO (or his or her estate) any earned but unpaid base salary accrued through the date of such resignation or termination, at the rate then in effect, and in the case of Mr. Lang, any annual bonus that is due in respect of the prior fiscal year but is unpaid as of the date of such resignation or termination (other than upon a termination by Myovant for cause). In addition, in the case of Dr. Seely, Mr. Karbe, Mr. Lang and Dr. Arjona Ferreira, in the event of a termination of employment due to our NEO’s death or disability, we shall pay our NEO (or his or her estate) an amount equal to our NEO’s target annual performance bonus amount for the fiscal year in which such termination occurs prorated to the date of such termination.

(3)
(3)

If an NEO’s Qualifying Termination occurs within 3 months before, upon or within 18 months after a change of control of Myovant, then in lieu of the amounts we would have paid in (1) above, (i) we shall pay our NEO a cash payment equal to the 1.5 times (in the case of Dr. Seely, Mr. Karbe and Mr. Lang) or one time (in the case of Dr. Arjona Ferreira and Ms. Sablich) the sum of his or her annual base salary and target annual performance bonus amount,bonus; (ii) we shall reimburse our NEO for continued medical coverage (inclusive of premiums for our NEO’s eligible dependents) for up to 18 months (in the case of Dr. Seely, Mr. Karbe and Mr. Lang) or 12 months (in the case of Dr. Arjona Ferreira and Ms. Sablich) if he or she timely elects such continued coverage; (iii) 100% (in the case of Dr. Seely, Dr. Arjona Ferreira and Ms. Sablich)Seely) of his or her then-unvested and outstanding equity awards shall vest; and (iv) in the case of Dr. Seely, Dr. Arjona Ferreira and Ms. Sablich, if such Qualifying Termination occurs within three months before a change of control of Myovant and our NEO is entitled to accelerated vesting of any equity award pursuant to his or her employment agreement, then the post-termination exercise period of any equity award that is an option shall be extended to the earlier of (i) three months after the change of control of Myovant or (ii) the expiration of the original term of such option. In addition, in the case of Mr. Karbe and Mr. Lang, if the change of control of Myovant occurs during his employment or within three months after the termination of his employment (other than termination by Myovant for cause or due to our NEO’s death or disability), 100% of his then-unvested and outstanding equity awards shall vest and the post-termination exercise period of any

equity award that is an option shall be extended to the earlier of (i) three months after the change of control of Myovant or (ii) the expiration of the original term of such option.
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(4)
(4)

In the case of Mr. Lang, following a change of control of Myovant, he is entitled to receive a prorated bonus (based on the higher of target or actual achievement of pro rata performance targets for the number of days that have elapsed in such fiscal year as of the change of control) and with the bonus amount to be the prorated portion of a full annual bonus based on the number of days that have elapsed in such fiscal year as of the change of control.

The definitions of “cause,” “good reason” and “change of control” are set forth in the individual employment agreements. A “change of control” of Myovant occurred with the Roivant-Sumitomo Closing, resulting in a cash bonus to Mr. Lang, and acceleration of vesting of equity awards for each of Mr. Karbe and Mr. Lang.
In addition, with respect to the incentive bonuses the Compensation Committee granted to the NEOs in February 2020, if we terminate a NEO’s employment without cause solely as part of a restructuring or reduction in force, or if his or her employment is terminated due to death, before the associated Retention Date, the applicable installment of the incentive bonus will be pro-rated and will be made within 30 calendar days after his or her termination date. However, if before the applicable Retention Date, (i) the NEO is involuntarily terminated for any other reason, including without cause, (ii) the NEO voluntarily ends his or her employment, (iii) the NEO’s employment is terminated for cause or due to disability, or (iv) the NEO violates any of the terms of a letter agreement that provides for the incentive bonus opportunity, any unpaid portions of the incentive bonus will not vest and will be forfeited. The definition of “cause” and “disability” are set forth in the individual letter agreement between the NEO and Myovant.
We consider the severance and change of control payments and benefits described above to be critical to attracting and retaining high caliber executives. We believe that appropriately structured severance and change of control payments and benefits, including accelerated vesting provisions, minimize the distractions and reduce the risk that an executive voluntarily terminates his or her employment with us during times of uncertainty, such as before an acquisition is completed. We believe that our existing arrangements allow each NEO to focus on continuing normal business operations and, in the event of a change of control, on the success of a potential business combination, rather than on how business decisions that may be in the best interest of our shareholders will impact his or her own financial security.

Summary of Potential Payments

The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment, assuming such NEO’s termination of employment with us occurred on March 31, 2019, and, where relevant, that a change of control of Myovant occurred on March 31, 2019. Amounts shown in the table below do not include (i) accrued but unpaid salary, and (ii) other benefits earned or accrued by our NEO during his or her employment that are available to all full-time employees. For purposes of the below table, we have assumed that none of the potential payments and benefits would be subject to the excise tax imposed by Section 4999 of the Code and therefore reduced in accordance with the terms of the change of control and severance arrangements.

Name

  Change of
Control (No
Termination)
($)		   Non-Change of
Control Severance
(except Death or
Disability)
($)		   Change of
Control
Severance
($)		   Death or
Disability
($)		 

Lynn Seely, M.D.

        

Cash

  $—   $891,200   $1,336,800   $334,200 

Continued Healthcare (1)

   —    34,128    51,192    — 

Accelerated Vesting (2)

   —    12,447,889    24,895,778    — 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—   $      13,373,217   $      26,283,770   $           334,200 
  

 

 

   

 

 

   

 

 

   

 

 

 

Frank Karbe

        

Cash

  $—   $615,000   $922,500   $205,000 

Continued Healthcare (1)

   —    19,980    29,970    — 

Accelerated Vesting (2)

   —    768,903    3,075,614    — 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—   $1,403,883   $4,028,084   $205,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Matthew Lang

        

Cash

  $           180,000   $580,000   $870,000   $180,000 

Continued Healthcare (1)

   —    19,476    29,214    — 

Accelerated Vesting (2)

   —    652,384    2,609,538    — 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $180,000   $1,251,860   $3,508,752   $180,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Juan Camilo Arjona Ferreira, M.D.

        

Cash

  $—   $609,000   $609,000   $189,000 

Continued Healthcare (1)

   —    33,732    33,732    — 

Accelerated Vesting (2)

   —    619,916    2,479,663    — 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—   $1,262,648   $3,122,395   $189,000 
  

 

 

   

 

 

   

 

 

   

 

 

 

Kim Sablich

        

Cash

  $—   $580,000   $580,000   $— 

Continued Healthcare (1)

   —    34,128    34,128    — 

Accelerated Vesting (2)

   —    386,435    1,545,738    — 
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

  $—   $1,000,563   $2,159,866   $— 
  

 

 

   

 

 

   

 

 

   

 

 

 

(1)

Represents the value of the continuation of our current employee benefits, including medical, dental, and vision insurance for the full term described under “Summary of Change of Control and Severance Arrangements” above, assuming in each case that our NEOs elect to receive the benefits (inclusive of premiums for our NEO’s eligible dependents for such health, dental, and vision insurance plan coverage as in effect immediately prior to such NEO’s termination on March 31, 2019). Under these agreements, payments of premiums for continued health insurance coverage under the Consolidated Omnibus Budget Reconciliation Act, or COBRA, would continue for the full term set forth under the applicable NEO’s employment agreement unless the NEO ceases to be eligible for COBRA, does not pay the applicable

monthly COBRA premium, or becomes eligible to enroll in the group health insurance plan of another employer.
(2)

Represents the aggregate value of the NEO’s unvested options, RSUs and restricted stock awards that would have vested on an accelerated basis in connection with a change of control of Myovant or a triggering termination event under the 2016 Equity Incentive Plan. The value of the options is determined by multiplying the number of accelerating common shares under the applicable options by the fair market value of our common shares on March 29, 2019 ($23.87 per share), which is the last trading day prior to March 31, 2019 and subtracting the applicable exercise prices. The value of the RSUs and restricted stock awards is determined by multiplying the number of accelerating common shares under the applicable RSUs and restricted stock awards by the fair market value of our common shares on March 29, 2019.

EQUITY COMPENSATION PLAN INFORMATION

The following table shows information regarding our equity compensation plan as of March 31, 2019:

Plan Category

  Common
Shares
to be issued
upon exercise
of
outstanding
options
and rights
(a)(#)(1)		   Weighted-
average
exercise price of
outstanding
options
and rights
(b)($)(2)		   Common Shares
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))(c)(#)		 

Equity compensation plans approved by shareholders

   5,435,852  $14.36    2,060,646

Equity compensation plans not approved by shareholders

   —    —    — 
  

 

 

   

 

 

   

 

 

 

Total

           5,435,852   $                14.36                    2,060,646 
  

 

 

   

 

 

   

 

 

 

2020:
Plan Category
​​
Common
Shares
to be issued
upon exercise
of
outstanding
options
and rights
(a)(#)(1)
​​
Weighted-
average
exercise price of
outstanding
options
and rights
(b)($)(2)
​​
Common Shares
available for
future issuance
under equity
compensation
plans (excluding
securities
reflected in
column (a))(c)(#)
Equity compensation plans approved by shareholders
​​
8,668,861
​​
$8.24
​​
1,465,204
Equity compensation plans not approved by shareholders
​​
—
​​
—
​​
—
Total
​​
8,668,861
​​
$8.24
​​
1,465,204
(1)

This number represents the number of securities to be issuedissuable upon exercise of 5,396,4657,723,302 outstanding options and upon vesting of 39,387645,689 outstanding RSUs.RSUs and 299,870 outstanding PRSUs. Pursuant to the terms of our 2016 Equity Incentive Plan, an additional 2,882,3003,593,359 common shares were added to the number of available common shares effective April 1, 2019.

2020.
(2)

The weighted-average exercise price represents the weighted average exercise price of outstanding options, PRSUs and RSUs. The PRSUs and RSUs the latter of which have an exercise price of $0. The weighted-average exercise price excluding the outstanding PRSUs and RSUs is $14.46.

$9.25.
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TRANSACTIONS WITH RELATED PERSONS

RELATED-PERSON TRANSACTIONS POLICYAND PROCEDURES

Related-Person Transactions Policy and Procedures
We have adopted a written Related-Person Transactions Policy that sets forth our policies and procedures regarding the identification, review, consideration and approval or ratification of “related-person transactions.” For purposes of our policy only, a “related-person transaction” is a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000. Transactions involving compensation for services provided to us as an employee, director consultant or similar capacity by a related personconsultant are not covered by this policy. A related person is any executive officer, director, or more than 5% shareholder of Myovant, including any of their immediate family members, and any entity owned or controlled by such persons.

Under the policy, where a transaction has been identified as a related-person transaction, management must present information regarding the proposed related-person transaction to the Audit Committee (or, where Audit Committee approval would be inappropriate, to another independent body of the Board) for consideration and approval or ratification. The presentation must include a description of, among other things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction and whether any alternative transactions were available. To identify related-person transactions in advance, we rely on information supplied by our executive officers, directors and certain significant shareholders. In considering related-person transactions, the Audit Committee takes into account the relevant available facts and circumstances including, but not limited to (a) the risks, costs and benefits to us, (b) the impact on a director’s independence in the event the related person is a director, immediate family member of a director or an entity with which a director is affiliated, (c) the terms of the transaction, (d) the availability of other sources for comparable services or products and (e) the terms available to or from, as the case may be, unrelated third parties or to or from employees generally. In the event a director has an interest in the proposed transaction, the director must recuse himself or herself from the deliberations and approval. The policy requires that, in determining whether to approve, ratify or reject a related-person transaction, the Audit Committee considers, in light of known circumstances, whether the transaction is in, or is not inconsistent with, the best interests of Myovant and its shareholders, as the Audit Committee determines in the good faith exercise of its discretion.

CERTAIN RELATED-PARTY TRANSACTIONS

Certain Related-Party Transactions
The following is a description of transactions since April 1, 2018, or any currently proposed transaction, in which we were or are to be a participant and the amount involved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than 5% of our share capital, or any members of their immediate family, had or will have a direct or indirect material interest.

Agreements with Takeda Pharmaceuticals International AG

WeSumitomo Dainippon Pharma and/or Sumitovant

On October 31, 2019, our former controlling shareholder, Roivant, Sumitomo Dainippon Pharma, Sumitovant and certain subsidiaries of Roivant, entered into the Roivant-Sumitomo Agreement, which, among other things, provided for Sumitomo Dainippon Pharma to acquire all of our outstanding common shares held by Roivant. On December 27, 2019, the closing of the transactions contemplated by the Roivant-Sumitomo Agreement occurred and, as a result, all of our outstanding common shares held directly or indirectly by Roivant and not already held by Sumitovant were transferred to Sumitovant, and Roivant transferred all of the outstanding equity of Sumitovant to Sumitomo Dainippon Pharma, resulting in Sumitovant directly, and Sumitomo Dainippon Pharma indirectly, owning a majority of our common shares.
During the fiscal year ended on March 31, 2020, we entered into a series of agreements with Sumitovant and Sumitomo Dainippon Pharma:
Letter Agreement
On October 31, 2019, we and Sumitomo Dainippon Pharma entered into a letter agreement, pursuant to which, among other things, the parties agreed to enter into an investor rights agreement and a loan agreement upon the Roivant-Sumitomo Closing.
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Sumitomo Dainippon Pharma Loan Agreement
On December 27, 2019, we and our subsidiary, Myovant Sciences GmbH, entered into a Loan Agreement with Sumitomo Dainippon Pharma (the “Sumitomo Dainippon Pharma Loan Agreement”). Pursuant to the Sumitomo Dainippon Pharma Loan Agreement, Sumitomo Dainippon Pharma agreed to make revolving loans to us in the aggregate principal amount of up to $400.0 million. Funds may be drawn down by us once per calendar quarter, subject to certain terms and conditions, including consent of our board of directors. In addition, if Sumitomo Dainippon Pharma fails to own at least a majority of our outstanding common shares, it may become unlawful under Japanese law for Sumitomo Dainippon Pharma to fund loans to us, in which case we would not be able to continue to borrow under the Sumitomo Dainippon Pharma Loan Agreement. Loans under the Sumitomo Dainippon Pharma Loan Agreement bear interest at a rate per annum equal to the 3-month London Interbank Offered Rate (“LIBOR”) plus a margin of 3.0%. Interest is due and payable quarterly, and the outstanding principal amounts are due and payable in full on the five-year anniversary of the closing date of the Sumitomo Dainippon Pharma Loan Agreement. Loans under the Sumitomo Dainippon Pharma Loan Agreement are pre-payable at any time without premium or penalty upon 10 business days’ prior written notice. During our fiscal year ended on March 31, 2020, $113.7 million was drawn down under this agreement. As of March 31, 2020, we repaid $1.4 million in interest and have not repaid any principal to Sumitomo Dainippon Pharma, and $15,000 in interest was payable to Sumitomo Dainippon Pharma as of March 31, 2020. As of June 30, 2020, $193.7 million in principal was outstanding under this agreement.
Investor Rights Agreement
On December 27, 2019, we entered into an Investor Rights Agreement with Sumitomo Dainippon Pharma and Sumitovant (the “Investor Rights Agreement”). Pursuant to the Investor Rights Agreement, among other things, we agreed, at the request of Sumitovant, to register for sale, under the Securities Act of 1933, common shares beneficially owned by Sumitovant, subject to specified conditions and limitations. In addition, we agreed to periodically provide Sumitovant (i) certain financial statements, projections, capitalization summaries and other information and (ii) access to our books, records, facilities and employees during our normal business hours as Sumitovant may reasonably request, subject to specified limitations.
The Investor Rights Agreement also contains certain protections for our minority shareholders for so long as Sumitomo Dainippon Pharma or certain of its affiliates beneficially owns more than 50% of our common shares. These protections include: (i) a requirement that Sumitovant vote its shares for the election of independent directors in accordance with the recommendation of our board of directors or in the same proportion as the shareholders not affiliated with Sumitovant vote their shares; (ii) a requirement that the audit committee of our board be composed solely of three independent directors; (iii) a requirement that any transaction proposed by Sumitomo Dainippon Pharma or certain of its affiliates that would increase Sumitomo Dainippon Pharma’s beneficial ownership to over 60% of the outstanding voting power of us must be approved by our audit committee (if occurring prior to December 27, 2022) and be conditioned on the approval of shareholders not affiliated with Sumitovant approving the transaction by a majority of the common shares held by such shareholders; and (iv) a requirement that any related person transactions between Sumitomo Dainippon Pharma or certain of its affiliates and us must be approved by our Audit Committee.
Pursuant to the Investor Rights Agreement, we also agreed that at all times that Sumitomo Dainippon Pharma beneficially owns more than 50% of our common shares, Sumitomo Dainippon Pharma, by purchasing common shares in the open market or from us in certain specified circumstances, will have the right to maintain its percentage ownership in our common shares in the event of a financing event or acquisition event conducted by us, or specified other events, subject to specific conditions.
Consulting Agreement
On May 18, 2020, we and Sumitovant entered into a consulting agreement pursuant to which Sumitovant provides consulting services to us to support us in commercial planning, commercial launch activities and implementation. Adele Gulfo, Sumitovant’s Chief Business and Commercial Development Officer and a member of our board of directors, provides the services to us on behalf of Sumitovant under the agreement. The term of this agreement will continue through November 11, 2020, or such earlier time as we hire a permanent Chief Commercial Officer, and may be renewed upon the mutual written consent of the parties. Either we or Sumitovant may terminate the engagement under the agreement at any time for any reason by giving not less
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than 15 days prior written notice thereof to the other party. We expect that the annual aggregate fees to be paid to Sumitovant under this agreement will exceed $120,000.
Agreements with Takeda Pharmaceuticals International AG
We entered the following agreements with Takeda Pharmaceuticals International AG or Takeda, one of our(“Takeda”), a shareholder that owned greater than 5% shareholders,of our outstanding common shares at times during last two fiscal years ended on March 31, 2020, and its affiliate, which agreements were effective during our fiscal years ended on March 31, 2020 and the ones discussed below remain effective:

March 31, 2019:

License Agreement

In April 2016, we entered into a license agreement with Takeda. Pursuant to this license agreement, Takeda granted to us an exclusive, royalty-bearing license under certain patents and other intellectual property controlled by Takeda to develop and commercialize the compoundTAK-385, which we refer to as relugolix, and the compoundTAK-448, which we refer to asMVT-602, and products containing these compounds, in certain territories for all human diseases and conditions. In connection with this license agreement, we issued Takeda a warrant to purchase an indeterminant number of capital shares to Takeda which expired on April 30, 2017. We issued a total of 2,343,624 common shares to Takeda under the warrant prior to its expiration.

Manufacture and Supply Agreements

In June 2016, we and one of Takeda’s affiliates, Takeda Pharmaceutical Company Limited or (“Takeda Limited,Limited”) entered into an agreement for the manufacture and supply of relugolix. Under this agreement, Takeda Limited is supplyingsupplied us with, and we are obtaininghave obtained from Takeda Limited, all of our requirements for relugolix drug substance and drug product to bethat were used under our development plans for all indications. Takeda Limited is also assistingassisted us with a technical transfer of the manufacturing process for relugolix to us and our designee and we are payingpaid the expenses related to such transfer. During our fiscal yearyears ended on March 31, 2020 and 2019, we incurred expenses of $1.5 million and $2.5 million, respectively, under this agreement.

On May 30, 2018, we entered into a Commercial Manufacturing and Supply Agreement with Takeda pursuant to which Takeda will manufacturehas manufactured and supplysupplied us with relugolix drug substance to support the commercial launch of relugolix, if marketing authorization is granted. Takeda has agreed to assistalso assisted with the transfer of technology and manufacturingknow-how to a second contract manufacturing organization of our subsidiary, Myovant Sciences GmbH. We will paypaid the expenses related to such transfers. During our fiscal yearyears ended on March 31, 2020 and 2019, we incurred expenses of $11.2 million and $8.6 million, respectively, under this agreement.

Agreements with RSL

Roivant

We entered into a series of agreements with RSL,Roivant, our former controlling shareholder, and the ones discussed below remain effective:

were effective during our fiscal years ended on March 31, 2020 and March 31, 2019.

Option Agreement

In June 2016, we entered into an option agreement with RSLRoivant pursuant to which RSLRoivant granted to us an option to acquire the rights to products to which RSLRoivant or anynon-public affiliate of RSLRoivant acquires the rights (other than a relugolix product or a competing product) for uterine fibroids or endometriosis, or for which the primary target indication is hormone-sensitive prostate cancer. Our option iswas exercisable at any time during the period commencing upon the completion of our initial public offering and ending two years following the date of first commercial sale of a relugolix product in a major market country. If we electhad elected to exercise our option for a product, we will bewould have been required to reimburse RSLRoivant for 110% of any payments made by RSLRoivant or its affiliate for such product, and will receivewould have received an assignment of the agreement through which RSLRoivant or its affiliate acquired the rights to such product.

This agreement was terminated in connection with the Roivant-Sumitomo Closing in December 2019.

Information Sharing and Cooperation Agreement

In July 2016, we entered into an information sharing and cooperation agreement or the Cooperation Agreement,(the “Cooperation Agreement”) with RSL.Roivant. The Cooperation Agreement, among other things: (1) obligatesobligated us to deliver periodic financial statements and other financial information to RSLRoivant and to comply with other specified financial
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reporting requirements; and (2) requiresrequired us to supply certain material information to RSLRoivant to assist it in preparing any future SEC filings. On May 24, 2019, we entered into Amendment No. 1 to the Cooperation Agreement, pursuant to which RSL hasRoivant agreed, in connection with each of our next three public offerings of our common shares, that RSL willRoivant would (1) provide to us and the underwriter(s) engaged by us in connection with such public offering an indication of interest for RSLRoivant to participate as a purchaser in such public offerings, and (2) enter into a customarylock-up agreement with the underwriters in connection with such public offerings.

Subject to specified exceptions, the The Cooperation Agreement will terminate upon the earlier of the mutual written consent of the parties or when RSL is no longer required by U.S. GAAP to consolidate our results of operations and financial position, account for its investmentwas terminated in us under the equity method of accounting or, by any rule of the SEC, include our separate financial statements in any filings it may makeconnection with the SEC.

Roivant-Sumitomo Closing in December 2019.

Services Agreements with Roivant Sciences, Inc. and Roivant Sciences GmbH

In July 2016, we and Myovant Sciences, Inc. entered into a services agreement with Roivant Sciences, Inc., effective as of April 29, 2016, under which Roivant Sciences, Inc. agreed to provide certain administrative and

research and development services to us. Under this services agreement, we paypaid or reimbursereimbursed Roivant Sciences, Inc. for expenses it, or third parties acting on its behalf, incursincurred for us. For any general and administrative and research and development activities performed by employees of Roivant Sciences, Inc., it chargescharged us based upon the relative percentage of time utilized on our matters by the respective employee. All other third-party pass thru costs arewere billed to us at cost. In February 2017, we and Myovant Sciences, Inc. amended and restated this services agreement with Roivant Sciences, Inc., effective as of November 11, 2016, to include our wholly-owned subsidiary, Myovant Sciences GmbH, as a services recipient.

In addition, in February 2017, Myovant Sciences GmbH entered into a separate services agreement with Roivant Sciences GmbH, a wholly-owned subsidiary of RSL,Roivant, effective as of November 11, 2016, for the provisioning of services by Roivant Sciences GmbH to Myovant Sciences GmbH in relation to services related to clinical development, administrative and finance and accounting activities. We refer to the amended and restated services agreement with Roivant Sciences, Inc. and the services agreement with Roivant Sciences GmbH, collectively, as the services agreements.

We have replaced most of the services previously provided by Roivant Sciences, Inc. and Roivant Sciences GmbH with our own internally developed capabilities or external professional service providers. Consequently, the level of support we receive from Roivant Sciences, Inc. and Roivant Sciences GmbH has decreased substantially and is expected to continue to decrease as we further decentralize our activities from RSL.

During our fiscal yearyears ended on March 31, 2020 and March 31, 2019, we incurred expenses of $0.6 million and $4.8 million (inclusive of third-party pass thru costs billed to us and inclusive of themark-up), respectively, under the services agreements.

These services agreements were terminated in connection with the Roivant-Sumitomo Closing in December 2019.

Share Purchase Agreement

On April 2, 2018, we entered into a share purchase agreement or the Purchase Agreement,(the “Purchase Agreement”) with RSLRoivant pursuant to which we agreed to issue and sell 1,110,015 of our common shares to RSLRoivant at a purchase price of $20.27 per common share in a private placement. In April 2018, we received gross proceeds of $22.5 million from RSLRoivant at the closing of such private placement.
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Investor Rights Agreement

In April 2016, we entered into an investor rights agreement with Takeda and RSL. Under this agreement, following our initial public offering in October 2016, these shareholders are entitled to rights with respect to the registration of their common shares under the Securities Act of 1933, as amended, including the right to demand that we file a registration statement or request that their shares be covered by a registration statement that we are otherwise filing.

HOUSEHOLDING OF PROXY MATERIALS

The SEC has adopted rules that permit companies and intermediaries (e.g., brokers) to satisfy the delivery requirements for Annual Meeting materials with respect to two or more shareholders sharing the same address by delivering a single set of Annual Meeting materials addressed to those shareholders. This process, which is commonly referred to as “householding,” potentially means extra convenience for shareholders and cost savings for companies.

This year, a number of brokers with account holders who are Myovant shareholders will be “householding” our proxy materials. A single set of Annual Meeting materials will be delivered to multiple shareholders sharing an address unless contrary instructions have been received from the affected shareholders. Once you have received notice from your broker that they will be “householding” communications to your address, “householding” will continue until you are notified otherwise or until you revoke your consent. If, at any time,

you no longer wish to participate in “householding” and would prefer to receive a separate set of Annual Meeting materials, please notify your broker or Myovant. Direct your written request to Myovant Sciences, Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, or call us at(650)-392-0222. Shareholders who currently receive multiple copies of the Annual Meeting materials at their addresses and would like to request “householding” of their communications should contact their brokers.

OTHER MATTERS

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy card to vote on such matters in accordance with their best judgment.

ANNUAL REPORTS

We have filed the Annual Report on Form10-K for our fiscal year ended on March 31, 2019,2020, or the 20182019 Annual Report, with the SEC. It is available free of charge at the SEC’s web site at www.sec.gov, and free of charge from us upon request. Exhibits to the 20182019 Annual Report are available upon your written request and upon payment of a reasonable fee, which is limited to our expenses in furnishing the requested exhibit.

All requests should be directed to Corporate Secretary at Myovant Sciences, Ltd., Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda.

By Order of the Board of Directors

LOGO


Lynn Seely, M.D.


Principal Executive Officer


July 25, 2019

24, 2020

LOGO

Myovant Sciences Ltd.

c/o Myovant Sciences, Inc.

General Counsel

2000 Sierra Point Parkway, 9th Flr

Brisbane, CA 94005

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VOTE BY INTERNET - www.proxyvote.com

Use the Internet to transmit your voting instructions and for electronic delivery of information. Vote by 11:59 P.M. ET on 08/21/2019. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.

ELECTRONIC DELIVERYTABLE OF FUTURE PROXY MATERIALS

If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.

VOTE BY PHONE -1-800-690-6903

Use any touch-tone telephone to transmit your voting instructions. Vote by 11:59 P.M. ET on 08/21/2019. Have your proxy card in hand when you call and then follow the instructions.

VOTE BY MAIL

Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717.

TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

KEEP THIS PORTION FOR YOUR RECORDS

— — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — 

THIS    PROXY    CARD    IS    VALID    ONLY     WHEN    SIGNED    AND    DATED.

DETACH AND RETURN THIS PORTION ONLY

CONTENTS

The Board of Directors recommends you vote FOR all the nominees listed:

1.  To elect the Board’s seven nominees for director to serve as directors for a one year term:

    NomineesForAgainstAbstain

1A  Terrie Curran

☐☐☐

1B  Mark Guinan

☐☐☐

1C  Myrtle Potter

☐☐☐

1D  Vivek Ramaswamy

☐☐☐

1E  Kathleen Sebelius

☐☐☐

1F   Lynn Seely, M.D.

☐☐☐

1G  Frank Torti, M.D.

☐☐☐

The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain

2.  To ratify the selection by the Audit Committee of the Board of Ernst & Young LLP as Myovant’s independent registered public accounting firm for Myovant’s fiscal year ending March 31, 2020, to appoint Ernst & Young LLP as auditor for statutory purposes under the Bermuda Companies Act 1981, as amended, for Myovant’s fiscal year ending March 31, 2020, and to authorize the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP as Myovant’s auditor for Myovant’s fiscal year ending March 31, 2020.

☐☐☐
The Board of Directors recommends you vote FOR the following proposal:ForAgainstAbstain

3.  To approve, on an advisory basis, the compensation of Myovant’s named executive officers, as described in the Proxy Statement.

☐☐☐
The Board of Directors recommends you vote “1 YEAR” on the following proposal:1 year2 years3 yearsAbstain

4.  To indicate, on an advisory basis, the preferred frequency of future advisory votes on the compensation of Myovant’s named executive officers.

☐☐☐☐
NOTE:Such other business as may properly come before the meeting or any adjournment thereof.

Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer.

Signature [PLEASE SIGN WITHIN BOX]Date

Signature (Joint Owners)Date

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice & Proxy Statement and Form10-K are available atwww.proxyvote.com

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MYOVANT SCIENCES LTD.
Proxy for Annual General Meeting of Shareholders
August 23, 2019 8:30 AM
This proxy is solicited by the Board of Directors

The undersigned hereby appoints Frank Karbe and Matthew Lang, and each of them, with full power of substitution and power to act alone, as proxies to vote all common shares which the undersigned would be entitled to vote if personally present and acting at the Annual General Meeting of Shareholders of Myovant Sciences Ltd., to be held at the Offices of Vistra UK Limited, 3rd Floor,11-12 St James’s Square, London SW1Y4LB, United Kingdom on Friday, August 23, 2019, at 8.30 a.m. local time, and at any adjournments or postponements thereof, as follows:

LOGO

This proxy when properly executed will be voted in the manner directed herein by the undersigned shareholder. If no such direction is made, this proxy will be voted in accordance with the Board of Director’s recommendations. The proxies are authorized to vote upon such other business as may properly come before the meeting in their sole discretion.

Continued and to be signed on reverse side