UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): May 3, 2016
THERAVANCE BIOPHARMA, INC.
(Exact Name of Registrant as Specified in its Charter)
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Cayman Islands |
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001-36033 |
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98-1226628 |
PO Box 309
Ugland House, South Church Street
George Town, Grand Cayman, Cayman Islands KY1-1104
(650) 808-6000
(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Adoption of Performance Incentive Plan
At the 2016 Annual General Meeting of Shareholders of Theravance Biopharma, Inc. (the “Company”) held on May 3, 2016, the Company’s shareholders approved the Theravance Biopharma, Inc. Performance Incentive Plan (the “Plan”). The Plan was approved by the Company’s Board of Directors, subject to the approval of the Company’s shareholders in accordance with Section 162(m) of the Internal Revenue Code of 1986, as amended. The Plan permits the grant of performance cash awards and equity awards to the Company’s employees, with the shares underlying any equity awards to be issued from the Company’s existing 2013 Equity Incentive Plan. A description of the material terms of the Plan is contained in “Proposal No. 3—Approval of the Theravance Biopharma, Inc. Performance Incentive Plan” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 25, 2016 and is incorporated herein by reference. The discussion is qualified in its entirety by reference to the Plan, a copy of which is attached to this Current Report on Form 8-K as Exhibit 10.1.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2016 Annual General Meeting of Shareholders was held on May 3, 2016.
(b) The nominees listed below were elected Class II members of the Board of Directors with the respective votes set forth opposite their names:
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Nominees |
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For |
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Against |
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Abstain |
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Broker |
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Rick E Winningham |
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29,828,602 |
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2,930,149 |
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13,920 |
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4,279,377 |
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Robert V. Gunderson, Jr. |
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29,167,651 |
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3,592,484 |
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12,536 |
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4,279,377 |
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Susan M. Molineaux, Ph.D. |
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29,575,192 |
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3,185,163 |
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12,316 |
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4,279,377 |
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Donal O’Connor |
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32,696,460 |
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63,689 |
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12,522 |
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4,279,377 |
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The shareholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2016. The voting results are set forth below:
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For |
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Against |
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Abstain |
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Broker Non- |
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36,870,323 |
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85,592 |
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96,133 |
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— |
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The shareholders approved the adoption of the Theravance Biopharma, Inc. Performance Incentive Plan. The voting results are set forth below:
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For |
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Against |
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Abstain |
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Broker Non- |
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27,528,891 |
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5,205,682 |
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38,098 |
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4,279,377 |
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For more information about the foregoing proposals, see Theravance Biopharma, Inc.’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March 25, 2016.
Item 9.01 Financial Statement and Exhibits.
(d) Exhibits
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Exhibit No. |
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Description of Document |
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10.1 |
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Theravance Biopharma, Inc. Performance Incentive Plan |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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THERAVANCE BIOPHARMA, INC. | |
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Date: May 5, 2016 |
By: |
/s/ Bradford J. Shafer |
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Bradford J. Shafer |
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Executive Vice President, General Counsel and Secretary |