UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): June 28, 2017
United Therapeutics Corporation
(Exact Name of Registrant as Specified in its Charter)
Delaware | | 000-26301 | | 52-1984749 |
(State or Other | | (Commission | | (I.R.S. Employer |
Jurisdiction of | | File Number) | | Identification Number) |
Incorporation) | | | | |
1040 Spring Street | | |
Silver Spring, MD | | 20910 |
(Address of Principal Executive Offices) | | (Zip Code) |
Registrant’s telephone number, including area code: (301) 608-9292
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:
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))
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 o
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. o
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2017, United Therapeutics Corporation (the “Company”) held its 2017 Annual Meeting of Shareholders. The Company’s shareholders considered four matters, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 28, 2017. The final voting results for the meeting are as follows:
1. Election of Class III directors, each to serve a term of three years:
Nominee | | Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| | | | | | | | |
Raymond Dwek | | 35,990,648 | | 2,810,496 | | 11,094 | | 1,642,136 |
Christopher Patusky | | 36,556,052 | | 2,245,023 | | 11,163 | | 1,642,136 |
Tommy Thompson | | 33,183,982 | | 5,617,324 | | 10,932 | | 1,642,136 |
2. An advisory resolution to approve executive compensation:
Votes for: | 31,165,686 |
Votes against: | 7,622,261 |
Abstentions: | 24,291 |
Broker non-votes: | 1,642,136 |
3. A vote on the frequency of future advisory votes to approve executive compensation:
One year: | 34,262,755 |
Two years: | 17,215 |
Three years: | 4,519,394 |
Abstentions: | 12,874 |
Broker non-votes: | 1,642,136 |
4. Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017:
Votes for: | 39,911,602 |
Votes against: | 528,207 |
Abstentions: | 14,565 |
Broker non-votes: | — |
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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.
| UNITED THERAPEUTICS CORPORATION |
| | |
| | |
Dated: June 29, 2017 | By: | /s/ Paul A. Mahon |
| Name: | Paul A. Mahon |
| Title: | General Counsel |
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