SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

 

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Myovant Sciences Ltd.

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Suite 1, 3^rd Floor
11-12 St. James’s Square
London
SW1Y 4LB
United Kingdom

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

To Be Held On August 18, 2017

Dear Shareholder:

You are cordially invited to attend the Myovant Sciences Ltd. 2017 Annual General Meeting of Shareholders, or the Annual Meeting. The Annual Meeting will be held at the Offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London, EC2M 1QS, United Kingdom on Friday, August 18, 2017 at 10:00 a.m. local time for the following purposes:

We will also lay before the Annual Meeting our audited financial statements as of and for our fiscal year ended March 31, 2017, pursuant to the provisions of the Bermuda Companies Act 1981, as amended, and our Bye-laws.

These items of business are more fully described in the Proxy Statement accompanying this Notice. The record date for the Annual Meeting is Friday, July 14, 2017. 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.

By Order of the Board of Directors

Lynn Seely, M.D.
Principal Executive Officer

London, United Kingdom
July 21, 2017

Suite 1, 3^rd Floor
11-12 St. James’s Square
London
SW1Y 4LB
United Kingdom
 
PROXY STATEMENT
FOR THE 2017 ANNUAL GENERAL MEETING OF SHAREHOLDERS
 
To Be Held On August 18, 2017
 
QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Why am I receiving these materials?

We have sent you these proxy materials because the Board of Directors, or the Board, of Myovant Sciences Ltd., or Myovant, is soliciting your proxy to vote at the 2017 Annual General Meeting of Shareholders, or the Annual Meeting, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card.

We intend to mail these proxy materials on or about July 21, 2017 to all shareholders of record entitled to vote at the Annual Meeting.

Where and when will the Annual Meeting be held?

The Annual Meeting will be held on Friday, August 18, 2017 at 10:00 a.m. local time at the Offices of Cooley (UK) LLP, Dashwood, 69 Old Broad Street, London, EC2M 1QS, United Kingdom. Directions to the Annual Meeting may be found by visiting https://www.cooley.com/about/offices/london. Information on how to vote in person at the Annual Meeting is discussed below.

Who can vote at the Annual Meeting?

Only shareholders of record at the close of business on Friday, July 14, 2017 will be entitled to vote at the Annual Meeting. On this record date, there were 60,844,300 common shares outstanding and entitled to vote.

Shareholder of Record: Common Shares Registered in Your Name

If, on Friday, July 14, 2017, 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 person 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 enclosed proxy card to ensure your vote is counted.

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

If, on Friday, July 14, 2017, your common shares were held, not in your name, but rather in an account at a brokerage firm, bank, dealer or other similar organization, then you are the beneficial owner of shares held in “street name” and these proxy materials are 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 or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the meeting unless you request and obtain a valid proxy from your broker or other agent.

What am I voting on?

There are two matters scheduled for a vote:

In addition to the two matters scheduled for a vote, in accordance with the Companies Act and our Bye-law 78, our audited financial statements as of and for our fiscal year ended March 31, 2017 will be laid before the Annual Meeting. These financial statements were audited by Ernst & Young LLP. The Audit Committee of the Board has 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 March 31, 2017, 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 the accompanying proxy to vote on those matters in accordance with their best judgment.

How do I vote?

You may vote “For” all three of the nominees to the Board, you may vote “Against” for any nominee you specify or you may abstain from voting. For the other matter to be voted on, you may vote “For” or “Against” or 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 person at the Annual Meeting, or you may vote by proxy using the enclosed proxy card. 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 person, even if you have already voted by proxy.

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

If you are a beneficial owner of shares registered in the name of your broker, bank, or other agent, you should have received a voting instruction form with these proxy materials from that organization rather than from Myovant. Simply complete and mail the voting instruction form to ensure that your vote is counted. Alternatively, you may vote by telephone or over the internet as instructed by your broker or bank. 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 or bank included with these proxy materials, or contact your broker or bank to request a proxy form.

Will I be entitled to vote all of my shares at the Annual Meeting?

If your shares are treated as “Controlled Shares” (as described below) of any “United States Person” (as defined under section 957(c) of the Internal Revenue Code of 1986, as amended, or the Code) and such United States Person is treated as owning 9.5% or more of the voting power of all issued shares of Myovant (in the absence of the adjustments to voting rights provided in our Bye-laws and as described below) or otherwise treated as a “United States Shareholder” (as defined under section 951 of the Code) (such United States Person, other than a “9.5% Excluded U.S. Member” as defined in our Bye-laws, is referred to as a 9.5% U.S. Member), then the voting rights of your shares that are treated as Controlled Shares of such 9.5% U.S. Member will be reduced, in the aggregate with other Controlled Shares of such 9.5% U.S. Member, to the extent necessary for Controlled Shares of such 9.5% U.S. Member to constitute less than 9.5% of the voting power of all issued and outstanding shares, under a formula specified in our Bye-laws. The formula is applied repeatedly until there is no 9.5% U.S. Member.

In addition, the Board may limit a shareholder’s voting rights when it deems it appropriate to do so to (1) avoid the existence of any 9.5% U.S. Member; or (2) avoid adverse tax, legal or regulatory consequences to us, any of our subsidiaries or any direct or indirect shareholder or its affiliates. As provided in our Bye-laws, “Controlled Shares” of a United States Person refer to all shares that such United States Person is treated as owning directly, indirectly or constructively (within the meaning of section 958 of the Code). The amount of any reduction of votes that occurs by operation of the above limitations will generally be reallocated proportionately among our other shareholders whose shares are not Controlled Shares of a 9.5% U.S. Member so long as such reallocation does not cause any person to become a 9.5% U.S. Member. The applicability of the voting power reduction provisions to any particular shareholder depends on facts and circumstances that may be known only to the shareholder or related persons. Accordingly, we request that any holder of shares with reason to believe that it may be a 9.5% U.S. Member in the absence of the adjustments to voting rights provided in our Bye-laws, contact us promptly so that we may determine whether the voting power of such holder’s shares have been or should be reduced.

By submitting a proxy, a holder of shares will be deemed to have confirmed that, to its knowledge, it is not, and is not acting on behalf of, a 9.5% U.S. Member. The Board is empowered to require any shareholder to provide information as to that shareholder’s beneficial ownership of shares, the names of persons having beneficial ownership of the shareholder’s shares, relationships with other shareholders or any other facts the Board may consider relevant to the determination of the number of shares attributable to any person. The Board may disregard the votes attached to shares of any holder who fails to respond to such a request or who, in its judgment, submits incomplete or inaccurate information. The Board retains certain discretion to make such final adjustments that it considers fair and reasonable in all the circumstances as to the aggregate number of votes attaching to the shares of any shareholder to ensure that no person will be a 9.5% U.S. Member at any time.

How many votes do I have?

Except as just described, on each matter to be voted upon, you have one vote for each common share you owned as of the close of business on Friday, July 14, 2017.

What happens if I do not vote?

Shareholder of Record: Shares Registered in Your Name

If you are a shareholder of record and do not vote in person at the Annual Meeting or do not complete and deliver your proxy card, your shares will not be voted.

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

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, 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” matters. Under the rules and interpretations of the NYSE, “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). Accordingly, your broker or nominee may not vote your shares on Proposal 1 without your instructions, but may vote your shares on Proposal 2, even in the absence of your instruction.

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:

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 brokerage firms, 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?

If you receive more than one set of proxy materials, 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 materials to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Shareholder of Record: 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:

Your most current proxy card is the one that is counted.

Beneficial Owner: 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.

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

To be considered for inclusion in next year’s proxy materials, your proposal must be submitted in writing by Friday, March 23, 2018 to Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda. If you wish to nominate an individual for election at, or bring business other than through a shareholder proposal before, the 2018 Annual General Meeting of Shareholders, you must deliver your notice to Myovant’s Corporate Secretary no earlier than April 20, 2018 and no later than May 20, 2018. Your notice to the Corporate Secretary must set forth the information specified in our Bye-laws. For more information, and for the detailed requirements, please refer to the Bye-laws filed as Exhibit 3.4 to our Registration Statement on Form S-1/A (File No. 333-213891), filed with the U.S. Securities and Exchange Commission, or the SEC, on October 17, 2016.

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 the Bye-laws, every person present at the Annual Meeting will have one vote for each common share of which such person is the holder or for which such person holds a proxy. A poll vote will be taken by ballot if so demanded in accordance with our Bye-laws. With respect to Proposal 1, votes “For” and “Against” and abstentions and broker non-votes will be separately counted. With respect to Proposal 2, votes “For” and “Against” and abstentions will be separately counted.

What are “broker non-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” (e.g., election of directors), the broker or nominee cannot vote the shares. These unvoted shares are counted as “broker non-votes.”

How many votes are needed to approve each proposal?

Both proposals will be decided by the affirmative votes of a majority of the votes cast in accordance with our Bye-laws. Only votes “For” or “Against” will affect the outcome. Abstentions and broker non-votes are not considered to be votes cast and therefore will have no effect.

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 60,844,300 common shares outstanding and entitled to vote. Therefore, the holders of more than 30,422,150 common shares must be present in person 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 nominee) or if you vote in person at the Annual Meeting. Abstentions and broker non-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 our Bye-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 Form 8-K that we expect to file 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 Form 8-K within four business days after the Annual Meeting, we intend to file a Current Report on Form 8-K to publish preliminary results and, within four business days after the final results are known to us, file an additional Current Report on Form 8-K to publish the final results.

What proxy materials are available on the internet?

The proxy statement, Annual Report on Form 10-K and annual report to shareholders are available at http://investors.myovant.com/proxy-materials.

PROPOSAL 1
 
ELECTION OF DIRECTORS

Our Board presently has seven members and is divided into three classes. Each class consists, as nearly as possible, of one-third of the total number of directors, and each class has a three-year term. We have three Class I directors, whose terms of office expire in 2017; two Class II directors, whose terms of office expire in 2018; and two Class III directors, whose terms of office expire in 2019. Vacancies on the Board may be filled by the Board or by the shareholders in a general meeting. A director elected to fill a vacancy in a class, including vacancies created by an increase in the number of directors, will serve for the remainder of the full term of that class.

Each of the nominees listed below is a current director who was previously elected by our shareholders, other than Terrie Curran, who was appointed by our Board in accordance with our Bye-laws. Terrie Curran was recommended to the Board by the Nominating and Corporate Governance Committee after having initially been identified as a potential candidate by our Principal Executive Officer. If elected at the Annual Meeting, each of these nominees would serve until the 2020 Annual General Meeting of Shareholders and until his or her successor has been duly elected, or, if sooner, until the director’s death, resignation or removal.

To be elected, a nominee must receive “For” votes representing a majority of the votes cast on that nominee’s election. As this is an uncontested election, any nominee who receives a greater number of votes “Against” than votes “For” such election will not be elected to the Board, and the position on the Board that would have been filled by that director nominee will become vacant.

Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the three 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. Each person nominated for election has agreed to serve if elected. Myovant’s 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 14, 2017:

Name

Age

Position

Director Since

Committee Membership

Audit

Compensation

Nominating and Corporate Governance

Mark Altmeyer

56

Director Nominee

2016

Terrie Curran

48

Director Nominee

2016

ü

ü

Wayne DeVeydt

47

Director

2016

ü*

ü

Keith Manchester, M.D.

48

Director Nominee

2016

ü*

Vivek Ramaswamy

31

Director

2016

Kathleen Sebelius

69

Director

2016

ü

ü*

ü

Lynn Seely, M.D.

58

Director and Principal Executive Officer

2016

Following is a brief biography of each nominee for election and each director whose term will continue after the Annual Meeting.

Nominees For Election For a Three-Year Term Expiring At The 2020 Annual General Meeting Of Shareholders

Mark Altmeyer

Mr. Altmeyer has served as a member of the Board since September 2016. Since October 2016, Mr. Altmeyer has served as the President and Chief Commercial Officer of Axovant Sciences GmbH and he previously served as the President and Chief Commercial Officer of Axovant Sciences, Inc. from March 2015 to

October 2016. Both Axovant Sciences GmbH and Axovant Sciences, Inc. are wholly owned subsidiaries of Axovant Sciences Ltd., a biopharmaceutical company. From February 2009 to December 2014, Mr. Altmeyer served as Chief Executive Officer and President of Otsuka America Pharmaceutical, Inc., a pharmaceutical company. Prior to his time at Otsuka, Mr. Altmeyer served in a number of executive leadership roles at Bristol-Myers Squibb Company, including Senior Vice President, Global Commercialization from 2006 to 2008 and Senior Vice President, Neuroscience Business Unit from 2002 to 2005 during the approval and launch of Abilify, a branded drug used to treat multiple psychiatric conditions, including schizophrenia, depression and bipolar disorder. Mr. Altmeyer also currently serves on the non-profit board of Contact of Mercer County. Mr. Altmeyer received his B.A. from Middlebury College and his M.B.A. from Harvard Business School. We believe Mr. Altmeyer’s extensive experience serving in executive leadership roles at pharmaceutical companies qualifies him to serve on the Board.

Terrie Curran

Ms. Curran has served as a member of the Board since November 2016. Since April 2016, Ms. Curran has served as President of World Wide Markets for the Inflammation & Immunology portfolio at Celgene Corporation, an American biotechnology company that discovers, develops and commercializes medicines for cancer and inflammatory disorders. From April 2013 to March 2016, she served as Celgene’s Corporate Vice President, U.S.A. From November 2009 to April 2013, Ms. Curran served as Senior Vice President and General Manager of Women’s Health and Endocrinology at Merck and Co., Inc. 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.

Keith Manchester, M.D.

Dr. Manchester has served on the Board since September 2016. Dr. Manchester currently serves as a Managing Director and Head of Life Sciences for QVT Financial LP, an investment firm, where he has been employed since 2005, and focuses on investments in both publicly-traded and privately-owned life sciences companies. Prior to joining QVT Financial, Dr. Manchester was Vice President of Business Development from 2002 to 2004 and Director of Business Development from 2000 to 2002 at Applied Molecular Evolution, Inc., a biotechnology company. From 1999 to 2000, Dr. Manchester was an associate at Vestar Capital Partners, a private equity firm. From 1997 to 1999, he was an investment banker in the healthcare group at Goldman, Sachs & Co. Dr. Manchester also currently serves as a director of Arbutus Biopharma Corporation, a biopharmaceutical company, and of Roivant Sciences Ltd., our majority shareholder, and its wholly owned subsidiary, Roivant Sciences, Inc., a drug development and commercialization company. He also currently serves as a member of the Supervisory Board of Medigene, AG, a biotechnology company. Dr. Manchester received his A.B. from Harvard College and his M.D. from Harvard Medical School. We believe Dr. Manchester’s medical background, significant knowledge of the life sciences industry and his experience as a life sciences investor qualify him to serve on the Board.

The Board Of Directors Recommends
A Vote “For” Each Named Nominee.

Directors Continuing in Office Until the 2018 Annual General Meeting of Shareholders

Kathleen Sebelius

Ms. Sebelius has served as a member of the Board since September 2016. From 2009 to June 2014, Ms. Sebelius served as U.S. Secretary of Health and Human Services, or 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 currently serves as a director of Dermira, Inc., a medical dermatology company, Humacyte, Inc., a regenerative medical technology company, and Grand Rounds, Inc., a healthcare technology company. Ms. Sebelius received her B.A. in political science from Trinity Washington

University and her Master of Public Administration 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 since May 2016 and as our Principal Executive Officer and the President and Chief Executive Officer of Myovant Sciences, Inc., our wholly owned subsidiary, since May 2016. 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 cancer from IND-enabling studies through to NDA approval and post-approval clinical studies. Dr. Seely was responsible for building the clinical organization at Medivation, as well as the regulatory, quality, project management, medical affairs and biologics manufacturing functions. Dr. Seely currently serves as a director of Blueprint Medicines Corporation, a biotechnology company, and she 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. 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 medicine at 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 here extensive prior experience in the biopharmaceutical industry qualify her to serve on the Board.

Directors Continuing in Office Until the 2019 Annual General Meeting of Shareholders

Wayne DeVeydt

Mr. DeVeydt has served as a member of the Board since September 2016. Mr. DeVeydt currently serves as a Senior Advisor to the Global Healthcare division of Bain Capital located in Boston, Massachusetts. From May 2007 to June 2016, Mr. DeVeydt served as Executive Vice President and Chief Financial Officer of Anthem, Inc., a health insurance company. From March 2005 to May 2007, he served as Anthem’s Senior Vice President and Chief Accounting Officer and also served as Chief of Staff to the Chairman and Chief Executive Officer from 2006 to 2007. Prior to joining Anthem, Mr. DeVeydt served as an audit partner at PricewaterhouseCoopers LLP, focused on companies in the national managed care and insurance industries. Mr. DeVeydt currently serves as a director of NiSource Inc., a utilities company. Mr. DeVeydt received his B.S. in Business Administration from the University of Missouri in St. Louis. We believe Mr. DeVeydt’s significant experience in corporate governance, risk management and finance and accounting matters qualifies him to serve on the Board.

Vivek Ramaswamy

Mr. Ramaswamy has served as a member of the Board since September 2016. Mr. Ramaswamy is the founder, and currently serves as President and 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. 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. 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 Axovant Sciences Ltd. and Roivant Sciences Ltd., as well as chairman of the board of directors of Arbutus Biopharma Corporation. 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 Axovant Sciences, Inc. and as a director of public biopharmaceutical companies, as well as his experience as a life sciences investor, qualify him to serve on the Board.

INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE

Independence of The Board of Directors

We are a “controlled company,” within the meaning of applicable NYSE listing rules and, as a result, are exempt from the NYSE corporate governance requirements that a majority of the Board be “independent,” and that our Nominating and Corporate Governance Committee and Compensation Committee consist 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 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.

Consistent with these considerations, 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 the following four directors are independent directors within the meaning of the applicable NYSE listing rules: Mr. Altmeyer, Ms. Curran, Mr. DeVeydt and Ms. Sebelius. In making this determination, the Board found 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 (1) Dr. Seely, by virtue of her position as our Principal Executive Officer, (2) Dr. Manchester, by virtue of his affiliation with Roivant Sciences Ltd., and (3) Mr. Ramaswamy, by virtue of his affiliation with Roivant Sciences Ltd., are not independent under applicable SEC and NYSE listing rules.

Board Leadership Structure

The Board does not currently have a Chairperson. In the event that the Board was to appoint a Chairperson, our corporate governance guidelines provide that the same person may serve as both our Principal Executive Officer and Chairperson of the Board. In the event such person does serve in such a dual capacity, if the Chairperson is not otherwise an independent director or if a Chairperson is not designated, the Board may designate one of the independent directors as the lead independent director for Board leadership purposes. 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, the non-management directors of the Board regularly participate in executive sessions outside of the presence of any management directors or other members of our management.

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. 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 compliance with legal and regulatory requirements and is responsible for oversight of 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. 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.

Meetings of The Board of Directors; Attendance at Annual Meeting of Shareholders

The Board met ten times during our fiscal year ended March 31, 2017. The Audit Committee met four times; the Compensation Committee met four times; and the Nominating and Corporate Governance Committee met two times during our fiscal year ended March 31, 2017. Each Board member attended 75% or more of the aggregate number of meetings of the Board and of the committees on which he or she served that were held during the portion of the last fiscal year for which he or she was a director or committee member.

As required under applicable NYSE listing rules, in our fiscal year ended March 31, 2017, our non-management directors met in regularly scheduled executive sessions at which only non-management directors were present. The non-management directors determined at each executive session a non-management director to preside over such executive session.

Our policy is that directors are invited to attend the Annual General Meetings of Shareholders.

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 at http://investors.myovant.com/corporate-governance/governance-documents.

The Board has determined that each member of each committee, other than Dr. Manchester, meets the applicable NYSE rules and regulations regarding “independence” and each such member is free of any relationship that would impair his or her individual exercise of independent judgment with regard to Myovant.

Audit Committee

The Audit Committee is composed of Ms. Curran, Mr. DeVeydt and Ms. Sebelius. The Audit Committee of the Board was established by the Board in accordance with Section 3(a)(58)(A) of 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 Ms. Curran, Mr. DeVeydt and Ms. Sebelius satisfies the independence requirements under applicable NYSE listing rules and Rule 10A-3 of the Exchange Act.

The Board has also determined that Mr. DeVeydt qualifies as an “audit committee financial expert,” as defined in applicable SEC rules and regulations. The Board made a qualitative assessment of Mr. DeVeydt’s level of knowledge and experience based on a number of factors, including his formal education and experience as a chief financial officer at public reporting companies. In addition to our Audit Committee, Mr. DeVeydt also serves on the audit committee of one other public company, NiSource Inc. The Board has determined that this simultaneous service does not impair Mr. DeVeydt’s ability to effectively serve on our Audit Committee.

The principal duties and responsibilities of the Audit Committee include:

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 March 31, 2017 with our management. The Audit Committee has discussed with the independent registered public accounting firm the matters required to be discussed by Auditing Standard No. 16, Communications with Audit Committees, as adopted by the Public Company Accounting Oversight Board, or the PCAOB. 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 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 Form 10-K for our fiscal year ended March 31, 2017.

Mr. Wayne DeVeydt
Ms. Terrie Curran
Ms. Kathleen Sebelius

Compensation Committee

The Compensation Committee is composed of Ms. Curran, Mr. DeVeydt and Ms. Sebelius. The Board has determined that each of Ms. Curran, Mr. DeVeydt and Ms. Sebelius is “independent,” as independence is currently defined in applicable NYSE listing rules, and that all members of the Compensation Committee are “non-employee directors,” as defined in Rule 16b-3 under the Exchange Act, and “outside directors,” as defined in Section 162(m) of the Code.

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. 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:

Compensation Committee Processes and Procedures

The Compensation Committee meets at least once annually and with greater frequency if necessary. The agenda for each meeting is usually developed by the Chair of the Compensation Committee, in consultation with the Executive Director, Human Resources and legal counsel. The Compensation Committee meets regularly in executive session. 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, to provide financial or other background information, to provide advice or to otherwise participate in Compensation Committee meetings. The 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 than in-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 prescribed by the SEC and NYSE; however, there is no requirement that any advisor be independent.

In connection with our initial public offering in October 2016, after taking into consideration the six factors prescribed by the SEC and NYSE, the Compensation Committee engaged Radford, a national compensation consulting firm, to provide executive compensation advisory services based, in part, on its reputation and extensive experience in the industry. The Compensation Committee determined that Radford was independent from management and had no conflicts of interest in connection with the advisory services to be provided. Specifically, the Compensation Committee requested that Radford develop a comparative group of companies and perform analyses of competitive performance and compensation levels for that group. Radford also conducted individual interviews with members of our senior management to learn more about our business operations and strategy, key performance metrics and strategic goals, as well as the labor markets in which we compete. Radford ultimately developed recommendations that were presented to the Compensation Committee for its consideration. Following an active dialogue with Radford, the Compensation Committee approved the recommendations.

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 during the first quarter of the year. However, the Compensation Committee also considers matters related to individual compensation, such as compensation for new executive hires, as well as high-level strategic issues, such as the efficacy of our compensation strategy, potential modifications to that strategy and new trends, plans or approaches to compensation, at various meetings throughout the year.

Generally, the Compensation Committee’s process comprises two related elements: the determination of compensation levels and the establishment of performance objectives for the current year. For executives other than the Principal Executive Officer, the Compensation Committee solicits and considers evaluations and recommendations submitted to the Compensation Committee by the Principal Executive Officer. The evaluation of the performance of the Principal Executive Officer is conducted by the Compensation Committee, which determines any adjustments to her compensation as well as awards to be granted. For all executives and directors, 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 executives in various hypothetical scenarios, executive and director share ownership information, company share performance data, analyses of historical executive compensation levels and current company-wide compensation levels and recommendations of the Compensation Committee’s compensation consultant, including analyses of executive and director compensation paid at other companies identified by the consultant.

Compensation Committee Interlocks and Insider Participation

Each of Ms. Curran, Mr. DeVeydt, Dr. Manchester and Ms. Sebelius was a member of the Compensation Committee during our fiscal year ended March 31, 2017. No member 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 executive officers serving as a member of the Board or Compensation Committee.

Nominating and Corporate Governance Committee

The Nominating and Corporate Governance Committee is composed of Ms. Sebelius and Dr. Manchester. The Board has determined that Ms. Sebelius is “independent,” as independence is currently defined in applicable NYSE listing rules. The principal duties and responsibilities of the Nominating and Corporate Governance Committee include:

The Nominating and Corporate Governance Committee believes that candidates for director 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 intends to 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. 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.

In the case of incumbent directors 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, conducted annually on a group and individual basis.

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 standards, 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. 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.

The Nominating and Corporate Governance Committee will consider director candidates recommended by shareholders. 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. 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 recommendation to the Nominating and Corporate Governance Committee at the following address: Myovant Sciences Ltd., Attn: Corporate Secretary, at Clarendon House, 2 Church Street, Hamilton HM 11, Bermuda, at least 90 days, but not more than 120 days, prior to the anniversary date of the mailing of our proxy statement for the last Annual General Meeting of Shareholders.

Submissions must include the full name of the proposed nominee, a description of the proposed nominee’s business experience for at least the previous five years, complete biographical information, a description of the proposed nominee’s qualifications as a director and a representation that the nominating shareholder is a beneficial or record holder of our common shares and has been a holder for at least one year. Any such submission must be accompanied by the written consent of the proposed nominee to be named as a nominee and to serve as a director if elected.

Shareholder Communications 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 or non-management directors as a group. Persons interested in communicating directly with the independent or non-management directors regarding their concerns or issues may do so by addressing correspondence to a particular director, or to the independent or non-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, Compensation, or Nominating and Corporate Governance Committee.

Code of Ethics

The Board has adopted a Code of Business Conduct and Ethics, or Code of Conduct, that applies to all of our directors, officers, employees, consultants and independent contractors. The Code of Conduct is available on our website at http://investors.myovant.com/corporate-governance/governance-documents. If we make any substantive amendments to the Code of Conduct or grant any waiver from a provision of the Code of Conduct 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

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 may be viewed at http://investors.myovant.com/corporate-governance/governance-documents.

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 June 1, 2017, the Audit Committee of the Board selected Ernst & Young LLP to serve as our independent registered public accounting firm for our fiscal year ending March 31, 2018. 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 Fees and Services

The following table represents aggregate fees billed to us for our fiscal year ended March 31, 2017 and for the period from February 2, 2016 (date of inception) to March 31, 2016. Ernst & Young LLP served as the independent registered public accounting firm for each of those periods.

		Fiscal Year Ended March 31, 2017				Period from February 2, 2016 (date of inception) to March 31, 2016
Audit Fees(1)		$	192,500			$	200,000
Tax Fees(2)			—				—
Total Fees		$	192,500			$	200,000

All fees described above were pre-approved by the Audit Committee.

Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy and procedures for the pre-approval of audit and non-audit services rendered by our independent registered public accounting firm. The policy generally pre-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. The pre-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

The affirmative vote of the holders of a majority of our common shares present in person or represented by proxy and voting on the matter at the Annual Meeting will be required to ratify the selection of Ernst & Young LLP as our independent registered public accounting firm, appoint Ernst & Young LLP as our auditor for statutory purposes for our fiscal year ending March 31, 2018 and authorize the Board, through the Audit Committee, to set the remuneration for Ernst & Young LLP. Abstentions will not affect the outcome of the vote on this proposal.

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 In Favor Of Proposal 2.

Executive Officers

The following table sets forth information concerning our executive officers, including their ages as of July 14, 2017:

Name		Age		Position
Lynn Seely, M.D.(1)		58		Principal Executive Officer and Director; Chief Executive Officer of Myovant Sciences, Inc.
Frank Karbe(1)		49		Principal Financial and Accounting Officer; Chief Financial Officer of Myovant Sciences, Inc.
Matthew Lang(1)		41		General Counsel and Corporate Secretary of Myovant Sciences, Inc.
Marianne L. Romeo(2)		49		Head, Global Transactions & Risk Management

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 and was appointed as Myovant Sciences, Inc.’s non-interim Chief Financial Officer in April 2017. From September 2014 to July 2016, Mr. Karbe served as President of The Color Run, a global mass participation events platform. From January 2004 to June 2014, Mr. Karbe was the Executive Vice President and Chief Financial Officer of Exelixis, Inc., a biotechnology company. 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 focusing on corporate finance and mergers and acquisitions in the biotechnology industry. 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 currently serves as a director of Arbutus Biopharma Corporation. Mr. Karbe received his Diplom-Kaufmann from the WHU-Otto Beisheim Graduate School of Management, Koblenz, Germany.

Matthew Lang

Mr. Lang has served as the General Counsel and Corporate Secretary of Myovant Sciences, Inc. since July 2017. 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 has served as a member of the board of directors of the United Way Bay Area since 2015. 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.

Marianne L. Romeo

Ms. Romeo has served as our Head, Global Transactions & Risk Management since February 2016. Ms. Romeo has served as Head, Global Transactions & Risk Management of Roivant Sciences Ltd. since October 2014 and Axovant Sciences Ltd. since March 2015. Previously, Ms. Romeo had a 20 year career with Marsh Inc. in risk consulting and insurance brokerage, most recently serving as Managing Director and Head of Casualty from 2008 to 2014 and Senior Vice President and Healthcare Practice Leader from 2003 to 2008 for Bowring Marsh (Bermuda) Ltd., an international insurance placement broker and wholly owned subsidiary

of Marsh Inc. During her time at Bowring Marsh, Ms. Romeo served in various functional roles, including excess casualty brokerage, risk management consulting, and business management. Ms. Romeo established the Healthcare Practice within Marsh’s Bermuda operation in 2003 and continues to serve on the Board of the Bermuda Society for Healthcare Risk Management (BSHRM). Ms. Romeo has served on the board of directors of Axovant Sciences Ltd. since March 2015. Ms. Romeo received her B.Sc. in Manufacturing Engineering from Tufts University and her M.S. in Occupational Health and Environmental Science from the City University of New York, Hunter College.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth certain information regarding the ownership of our common shares as of July 14, 2017 by: (1) all those known by us to be beneficial owners of more than 5% of our common shares; (2) each of the executive officers named in the Summary Compensation Table; (3) each of our directors; and (4) all of our executive officers and directors as a group. Except as set forth below, the principal business address of each such person or entity is c/o Myovant Sciences Ltd., Suite 1, 3^rd Floor, 11-12 St. James’s Square, London, SW1Y 4LB, United Kingdom.

Beneficial Owner(1)		Number of Shares Beneficially Owned				Percent of Shares Beneficially Owned
5% Shareholders:
Roivant Sciences Ltd.(2)			37,231,342				61.2	%
Takeda Pharmaceuticals International AG(3)			7,420,625				12.2
BB Biotech AG(4)			3,192,835				5.2
Named Executive Officers and Directors:
Lynn Seely, M.D.			1,692,333				2.8
Frank Karbe(5)			28,205					*
Marianne Romeo(5)			3,526					*
Mark Altmeyer			—				—
Terrie Curran			—				—
Wayne DeVeydt			—				—
Keith Manchester, M.D.			—				—
Vivek Ramaswamy			—				—
Kathleen Sebelius			—				—
All current directors and executive officers as a group (10 persons)(6)			1,724,064				2.8	%

Section 16(a) Beneficial Ownership Reporting Compliance

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 regulation 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 March 31, 2017, all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

Executive Compensation

Summary Compensation Table for Our Fiscal Year ended March 31, 2017

The following table sets forth, for our fiscal year ended March 31, 2017, which we refer to as our 2016 fiscal year, and for the period from February 2, 2016 (date of inception) to March 31, 2016, compensation awarded or paid to, or earned by, our Principal Executive Officer and our two other most highly compensated executive officers as of March 31, 2017, who are referred to herein as our named executive officers.

Name and Principal Position		Fiscal Year or Period				Salary ($)				Stock Awards ($)(1)				Option Awards ($)(1)				Non-Equity Incentive Plan Compensation ($)				All Other Compensation ($)(4)				Total ($)
Lynn Seely, M.D.(2) Principal Executive Officer			2016				251,154				5,756,363				—				200,000				—				6,207,517
Frank Karbe(3) Principal Financial and Accounting Officer			2016				159,231				—				2,783,811				—				—				2,943,042
Marianne L. Romeo Head, Global Transactions & Risk Management			2016				—				—				189,499				—				31,093				220,592
			2015				—				—				—				—				7,400				7,400

Narrative to Summary Compensation Table

We review compensation annually for all employees, including our named executive officers and employees of our subsidiaries. Myovant Sciences Ltd. currently has no employees, and when we refer to our employees we mean the employees of our subsidiaries. In setting executive base salaries and bonuses and granting equity incentive awards, we consider compensation for comparable positions in the market, the historical compensation levels of our executives, individual performance as compared to our expectations and objectives, our desire to motivate our employees to achieve short- and long-term results that are in the best interests of our stockholders and a long-term commitment to us. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

The Compensation Committee of the Board has historically determined compensation for our named executive officers. The Compensation Committee typically reviews and discusses management’s proposed compensation with the Principal Executive Officer for all named executive officers other than the Principal Executive Officer. Based on those discussions and its discretion, the Compensation Committee then recommends the compensation for each named executive officer. The Compensation Committee, without members of management present, discusses and ultimately approves the compensation of our named executive officers. Prior to October 2016, the Compensation Committee had not engaged a compensation consultant or adopted a peer group of companies for purposes of determining executive compensation. In connection with our initial

public offering in October 2016, the Compensation Committee retained Radford, a compensation consulting firm, to evaluate and make recommendations with respect to our executive compensation program.

Annual Base Salaries

Each of Dr. Seely’s and Mr. Karbe’s initial base salary was established at the time of his or her commencement of employment as set forth in his or her employment agreement. Ms. Romeo is a co-employee of Roivant Sciences Ltd. and Axovant Sciences Ltd., does not have an employment agreement with us and does not does not earn an annual base salary paid by us.

Dr. Seely commenced employment in May 2016, and her initial annual base salary was $300,000. As provided in Dr. Seely’s employment agreement with Myovant Sciences, Inc., effective April 1, 2017, her annual base salary was increased to $512,300 based on benchmarking analysis conducted by Radford. Mr. Karbe commenced employment as interim Chief Financial Officer of Myovant Sciences, Inc. in September 2016, and his annual base salary was $300,000. Pursuant to Mr. Karbe’s employment agreement as non-interim Chief Financial Officer of Myovant Sciences, Inc., he began receiving an annual base salary of $367,700 in April 2017 and he also received a sign-on bonus of $50,000.

Annual Cash Bonus

We seek to motivate and reward our executives for achievements relative to our corporate goals and expectations for each fiscal year. The target cash bonus is 50% of each of Dr. Seely’s and Mr. Karbe’s base salary, subject to the achievement of individual performance criteria to be determined by the Board or the Compensation Committee, as well as overall company performance criteria. Ms. Romeo was not eligible to receive a target cash bonus for our fiscal years ended March 31, 2017 and 2016.

For our fiscal year ended March 31, 2017, bonuses were awarded based on our achievement of individual performance criteria and overall company performance for each of Dr. Seely and Mr. Karbe. Based on the level of achievement of Myovant and individual goals for our fiscal year ended March 31, 2017, the Compensation Committee awarded Dr. Seely greater than 100% of her target bonus. This actual bonus amount is reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Mr. Karbe is also eligible to receive a one-time discretionary performance bonus of $150,000 on September 27, 2017, the one-year anniversary of his initial start date as interim Chief Financial Officer of Myovant Sciences, Inc.

Equity Incentives

Our 2016 Equity Incentive Plan authorizes us to make grants to eligible recipients of incentive and nonstatutory stock options, stock appreciation rights, restricted stock and restricted stock units, performance stock and cash awards and other stock awards. To date, all of our awards under this plan have been in the form of restricted stock and stock options.

We generally grant stock options on the 15^th or next business day of the month after the date of hire. The option exercise price and grant date fair value are established based on the closing price of our common shares on the date of grant. The shares underlying options granted under our 2016 Equity Incentive Plan typically vest 1/4 one year from the date of hire and the remaining shares vest in 12 equal quarterly installments thereafter.

In June 2016, in connection with the appointment of Dr. Seely as our Principal Executive Officer, the Board awarded her a grant of 1,128,222 restricted common shares, 1/4 of which vested on May 31, 2017, with the remaining shares vesting in 12 equal quarterly installments thereafter, provided Dr. Seely has provided continuous service through each such date. As provided in Dr. Seely’s employment agreement with Myovant Sciences, Inc., in May 2017, she received a restricted stock award of 564,111 common shares. These restricted shares will vest based on our stock price (based on a five-day volume-weighted average), 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. Under the same agreement, in November 2016, Dr. Seely received an equity award of 66,845 restricted stock units in Roivant Sciences Ltd., our majority shareholder. The restricted stock units will vest to

the extent certain performance criteria are achieved and certain liquidity conditions are satisfied within eight years of the grant date. Dr. Seely has no employment or consulting relationship with Roivant Sciences Ltd.

In September 2016, the Board granted options to purchase 225,644 and 14,102 of our common shares to Mr. Karbe and Ms. Romeo, respectively, the terms of which are set forth in the table below under “— Outstanding Equity Awards As of March 31, 2017.”

In May 2017, the Board approved annual option grants to purchase 400,000 and 200,000 of our common shares to Dr. Seely and Mr. Karbe, respectively. Each of these grants was effective on May 15, 2017, had an exercise price of $12.68 per share and vests as to 1/4 of the underlying common shares on May 15, 2018, with the remaining shares vesting in 12 equal quarterly installments thereafter, provided Dr. Seely and Mr. Karbe, respectively, has provided continuous service to us through each such date.

Outstanding Equity Awards as of March 31, 2017

The following table shows certain information regarding outstanding equity awards held by our named executive officers as of March 31, 2017. There were no stock awards outstanding at March 31, 2016, and all awards were granted under our 2016 Equity Incentive Plan.

		Option Awards																Stock Awards
Name		Number of Securities Underlying Unexercised Options (#) Exercisable)				Number of Securities Underlying Unexercised Options (#) Unexercisable				Option Exercise Price ($)				Option Expiration Date				Number of Shares That Have Not Vested (#)				Market Value of Shares That Have Not Vested ($)
Lynn Seely, M.D.			—				—				—				—				1,128,222	(2)			5,756,363
Frank Karbe			28,205				197,439	(1)			5.11				09/20/2026				—				—
Marianne L. Romeo			—				14,102	(3)			2.42				09/11/2026				—				—

Employment, Severance and Change in Control Arrangements

Each of Dr. Seely and Mr. Karbe is employed by our wholly owned subsidiary, Myovant Sciences, Inc., and provides services to us pursuant to an intercompany services agreement. Myovant Sciences, Inc. has an employment agreement with each of Dr. Seely and Mr. Karbe that sets forth the initial terms and conditions of employment. These agreements provide for at-will employment and set forth the officer’s annual base salary, performance bonus target opportunity, initial equity incentive grant, terms of severance and eligibility for employee benefits. Ms. Romeo is a co-employee of Roivant Sciences Ltd. and Axovant Sciences Ltd., does not have an employment agreement with us or Myovant Sciences, Inc. and is not eligible to receive any severance or change in control benefits. For the purposes of this discussion, references to “we,” “us” and “our” will be deemed to refer to Myovant Sciences, Inc. as context requires.

Under each of Dr. Seely’s and Mr. Karbe’s employment agreement, such executive officer is eligible for the following severance and change in control benefits, conditioned upon delivering a release of claims in our favor:

The definitions of “cause,” “good reason” and “change in control” are set forth in the individual employment agreements.

We consider the severance and change in control benefits described above to be critical to attracting and retaining high caliber executives. We believe that appropriately structured severance and change in control 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 named executive officer to focus on continuing normal business operations and, in the event of a change in 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.

Director Compensation

The following table shows, for our fiscal year ended March 31, 2017, certain information with respect to the compensation of our independent directors. Dr. Seely, Keith Manchester and Vivek Ramaswamy are also directors but do not receive any compensation for their services as directors. Dr. Seely’s compensation for her service as an executive officer is set forth above under “Executive Compensation” in the Summary Compensation Table.

Director Compensation for our Fiscal Year Ended March 31, 2017

Name		Fees Earned or Paid in Cash(1) ($)				Option Awards ($)(2)				All Other Compensation ($)				Total ($)
Mark Altmeyer			40,000				415,065	(3)			—				455,065
Terrie Curran			52,500				255,447	(4)			—				307,947
Wayne DeVeydt			60,000				518,837	(3)			—				578,837
Kathleen Sebelius			61,250				415,065	(3)			—				476,315

Summary of Director Compensation Program

Independent directors are compensated for service on the Board through a combination of cash retainer and equity grants. We also reimburse directors for expenses incurred in serving as a director.

Each independent director is paid an annual board service retainer of $40,000. In addition, the non-executive chair is compensated an additional $30,000 and the lead independent director is compensated an additional $15,000. Independent directors are compensated an additional $7,500 for serving on the Audit Committee ($15,000 if serving as chair of the Audit Committee); $5,000 for serving on the Compensation Committee ($10,000 if serving as chair of the Compensation Committee); and $3,750 for serving on the Nominating and Corporate Governance Committee (and $7,500 if serving as chair of the Nominating and Corporate Governance Committee). Cash retainers are paid quarterly in arrears.

Each new independent director receives an initial option grant to purchase 45,000 of our common shares. Annually on the date of the Annual General Meeting of Shareholders, each continuing independent director receives an additional option grant to purchase 22,500 of our common shares. Option grants have an exercise price equal to the closing price of our common stock on the NYSE on the grant date. Initial grants vest 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, and annual grants vest in full on the earlier of the first anniversary of the grant date and the day prior to the following Annual General Meeting of Shareholders, in each case subject to the independent director’s continuous service through the vesting date. Option grants to independent directors expire on the ten-year anniversary of the grant date.

Equity Compensation Plan Information

The following table shows information regarding our equity compensation plan as of March 31, 2017:

Plan Category		Common Shares to be issued upon exercise of outstanding options and rights (#)				Weighted-average exercise price of outstanding options and rights ($)				Common Shares available for future issuance under equity compensation plans (excluding securities reflected in column (a)) (#)
Equity compensation plans approved by shareholders			1,525,857				5.06				4,269,840	(1)
Equity compensation plans not approved by shareholders			—				—				—
Total			1,525,857				5.06				4,269,840

Transactions With Related Persons

Related-Person Transactions Policy and Procedures

In connection with our initial public offering in October 2016, we 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 person 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-Person Transactions

The following is a description of transactions since April 1, 2016, 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.

Relationship with Takeda Pharmaceuticals International AG

In April 2016, we entered into a series of agreements with Takeda Pharmaceuticals International AG, or Takeda, and its affiliate as discussed below.

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 compound TAK-385, which we refer to as relugolix, and the compound TAK-448, which we refer to as MVT-602, and products containing these compounds for all human diseases and condition.

Manufacture and Supply Agreement

In June 2016, we and Takeda’s affiliate, Takeda Pharmaceutical Company Limited, or Takeda Limited, entered into an agreement for the manufacture and supply of relugolix. Under this agreement, Takeda Limited will supply to us, and we will obtain from Takeda Limited, all of our requirements for relugolix drug substance and drug product to be used under our development plans for all indications. At our request, Takeda Limited will assist us with a technical transfer of the manufacturing process for relugolix to us or our designee, and we will pay the expenses related to such transfer. The costs associated with the manufacture and supply of relugolix under this agreement are expected to be approximately $25.0 million.

Subscription Agreement

In April 2016, we entered into a subscription agreement with Takeda, pursuant to which we issued 5,077,001 common shares to Takeda. Takeda did not pay any cash consideration for the common shares.

Warrant

In April 2016, we issued a warrant to purchase an indeterminate number of capital shares to Takeda. This warrant entitled Takeda to purchase, at any time following our issuance of any class of capital shares, that number of capital shares of such class that would allow Takeda, together with its affiliates, to maintain a 12% ownership in Myovant, as determined after such exercise. The exercise price of this warrant was $0.000017727 per share and contained an automatic net exercise provision. We issued a total of 2,343,624 common shares to Takeda under this warrant prior to its expiration on April 30, 2017.

Relationship with Roivant Sciences Ltd.

Option Agreement

In June 2016, we entered into an option agreement with Roivant Sciences Ltd. pursuant to which Roivant Sciences Ltd. granted to us an option to acquire the rights to products to which Roivant Sciences Ltd. or any non-public affiliate of Roivant Sciences Ltd. 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 is 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 elect to exercise our option for a product, we will be required to reimburse Roivant Sciences Ltd. for 110% of any payments made by Roivant Sciences Ltd. or its affiliate for such product, and will receive an assignment of the agreement through which Roivant Sciences Ltd. or its affiliate acquired the rights to such product.

Information Sharing and Cooperation Agreement

In July 2016, we entered into an information sharing and cooperation agreement, or the Cooperation Agreement, with Roivant Sciences Ltd. The Cooperation Agreement, among other things: (1) obligates us to deliver periodic financial statements and other financial information to Roivant Sciences Ltd. and to comply with other specified financial reporting requirements; and (2) requires us to supply certain material information to Roivant Sciences Ltd. to assist it in preparing any future SEC filings.

Subject to specified exceptions, the Cooperation Agreement will terminate upon the earlier of the mutual written consent of the parties or when Roivant Sciences Ltd. is no longer required by U.S. GAAP to consolidate our results of operations and financial position, account for its investment 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 make with the SEC.

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

In July 2016, we and our wholly owned subsidiary, Myovant Sciences, Inc., entered into a services agreement with Roivant Sciences, Inc., a wholly owned subsidiary of Roivant Sciences Ltd., effective as of April 29, 2016, pursuant to which Roivant Sciences, Inc. provides us with services in relation to the identification of potential product candidates, project management of clinical trials and other development, administrative and financial activities. In February 2017, we and Myovant Sciences, Inc. amended and restated the services agreement with Roivant Sciences, Inc., effective November 11, 2016, to include our wholly owned subsidiary, Myovant Sciences GmbH, as a services recipient. In addition, in February 2017, Myovant Sciences GmbH also entered into a separate services agreement with Roivant Sciences GmbH, a wholly owned subsidiary of Roivant Sciences Ltd., effective November 11, 2016, for the provisioning of services by Roivant Sciences GmbH to Myovant Sciences GmbH in relation to the identification of potential product candidates and project management of clinical trials, as well as other services related to clinical development, administrative, and financial activities. We refer to both of these services agreements, collectively, as the Services Agreements. The Services Agreements will continue in perpetuity until terminated by either party upon 60 days written notice.

Under the terms of the Services Agreements, we and Myovant Sciences GmbH are obligated to pay or reimburse Roivant Sciences, Inc. and Roivant Sciences GmbH, respectively, for the costs they, or third parties

acting on their behalf, incur(s) in providing services to us and Myovant Sciences GmbH. In addition, we and Myovant Sciences GmbH are obligated to pay to Roivant Sciences, Inc. and Roivant Sciences GmbH, respectively, a pre-determined mark-up, currently equal to 10%, on costs incurred directly by them in connection with any general and administrative and support services as well as research and development services.

Administrative and support services include, but are not limited to, payroll, general administrative, corporate and public relations, investor relations, financial marketing, activities in connection with raising capital, accounting and auditing, tax, health, safety, environmental and regulatory affairs, staffing and recruiting, benefits, information and technology services, purchasing and legal services. Research and development services include, but are not limited to, preparatory assistance in respect of the identification of product candidates, performance and oversight of due diligence to evaluate potential product candidates, management and oversight of external consultants in connection with potential product candidate investment opportunities, participation in meetings with regulatory authorities related to product candidates, development of plans for potential clinical trials, selection of manufacturers of product candidates, management and oversight of clinical trials and product manufacturing, analysis of clinical trial data and management of regulatory filings and approval processes.

Under the Services Agreements, Roivant Sciences, Inc. and Roivant Sciences GmbH have agreed to indemnify us, Myovant Sciences, Inc. and Myovant Sciences GmbH, and each of their respective officers, employees and directors against all losses arising out of, due to or in connection with the provision of services (or the failure to provide services) under the Services Agreements, except to the extent such losses are the result of the gross negligence or willful misconduct of such indemnified parties. Such indemnification obligations will not exceed the payments made by us, Myovant Sciences, Inc. and Myovant Sciences GmbH under the Services Agreements for the specific service that allegedly caused or was related to the losses during the period in which such alleged losses were incurred.

During our fiscal year ended March 31, 2017, we incurred expenses of $9.2 million, inclusive of mark-up, under the Services Agreements.

Investor Rights Agreement

In April 2016, we entered into an investor rights agreement with Takeda and Roivant Sciences Ltd. 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.

Employment Arrangements

Each of Lynn Seely, M.D., our Principal Executive Officer and the Chief Executive Officer of Myovant Sciences, Inc., Frank Karbe, our Principal Financial and Accounting Officer and the Chief Financial Officer of Myovant Sciences, Inc., and Matthew Lang, the General Counsel and Corporate Secretary of Myovant Sciences, Inc., has entered into an employment arrangement with our wholly owned subsidiary, Myovant Sciences, Inc. In addition, Marianne L. Romeo, our Head, Global Transactions & Risk Management, is a co-employee of Roivant Sciences Ltd., our majority shareholder, and Axovant Sciences Ltd., our affiliate.

Indemnification Agreements

We have entered into indemnity agreements with our officers and directors which provide, among other things, that we will indemnify such officer or director, under the circumstances and to the extent provided for therein, for expenses, damages, judgments, fines and settlements he or she may be required to pay in actions or proceedings which he or she is or may be made a party by reason of his or her position as a director, officer or other agent of ours. The contractual rights to indemnification and expense advancement are, in some cases, broader than the specific indemnification provisions contained under Bermuda law.

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. 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 to vote on such matters in accordance with their best judgment.

By Order of the Board of Directors

Lynn Seely, M.D.

Principal Executive Officer

July 21, 2017