Current Report Filing (8-k)
April 28 2022 - 4:44PM
Edgar (US Regulatory)
0001583107
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0001583107
2022-04-26
2022-04-26
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xbrli:shares
iso4217:USD
xbrli:shares
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):
April 26, 2022
THERAVANCE BIOPHARMA, INC.
(Exact Name of Registrant as Specified in
its Charter)
Cayman Islands |
|
001-36033 |
|
98-1226628 |
(State or Other Jurisdiction of |
|
(Commission File Number) |
|
(I.R.S.
Employer Identification |
Incorporation) |
|
|
|
Number) |
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
number, 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):
¨ Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class: |
|
Trading
Symbol(s) |
|
Name of each exchange
on which registered: |
Ordinary Share $0.00001 Par Value |
|
TBPH |
|
NASDAQ Global
Market |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) The
2022 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”)
was held on April 26, 2022.
(b) Shareholders
holding 70,835,856 shares of capital stock, representing 93.33% of the total number of shares outstanding and entitled to vote at the
Annual Meeting, were present in person or by proxy at the Annual Meeting.
The nominees listed below were elected Class II
members of the Board of Directors with the respective numbers of shares voted set forth opposite their names:
Nominees | |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
Rick E Winningham | |
| 63,397,131 | | |
| 2,412,238 | | |
| 39,123 | | |
| 4,987,364 | |
Percentage of Shares Voted | |
| 96.28 | % | |
| 3.66 | % | |
| 0.06 | % | |
| — | |
Donal O’Connor | |
| 63,706,953 | | |
| 2,108,902 | | |
| 32,637 | | |
| 4,987,364 | |
Percentage of Shares Voted | |
| 96.75 | % | |
| 3.20 | % | |
| 0.05 | % | |
| — | |
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, 2022. The voting results are set forth below:
| |
For | | |
Against | | |
Abstain | | |
Broker Non-Votes | |
Number of Shares Voted | |
| 69,822,946 | | |
| 873,738 | | |
| 139,172 | | |
| — | |
Percentage of Shares Voted | |
| 98.57 | % | |
| 1.23 | % | |
| 0.20 | % | |
| — | |
For more information about the foregoing proposals,
see the Company’s Proxy Statement.
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.
|
THERAVANCE BIOPHARMA, INC. |
|
|
|
|
Date: April 28, 2022 |
By: |
/s/ Brett Grimaud |
|
|
Brett Grimaud |
|
|
General Counsel |
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