THERAVANCE BIOPHARMA,INC. (NASDAQ:TBPH) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07 Submission of Matters to a Vote of Security Holders.
(a) The 2018 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma,Inc. (the “Company”) was held on May1, 2018.
(b) Shareholders holding 52,492,984 shares of capital stock, representing 95.79% 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. Each of the proposals voted on by the Shareholders at the Annual Meeting was approved.
The nominees listed below were elected ClassI 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 |
Eran Broshy |
46,510,482 |
2,280,017 |
10,343 |
3,692,142 |
Percentage of Shares Voted |
95.31 |
4.67 |
0.02 |
|
Laurie Smaldone Alsup |
48,204,151 |
586,348 |
10,343 |
3,692,142 |
Percentage of Shares Voted |
98.78 |
1.20 |
0.02 |
— |
Burton G. Malkiel |
46,003,288 |
2,795,078 |
2,476 |
3,692,142 |
Percentage of Shares Voted |
94.26 |
5.73 |
0.01 |
— |
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 December31, 2018. The voting results are set forth below:
For |
Against |
Abstain |
BrokerNon- Votes |
|
Number of Shares Voted |
52,277,477 |
196,565 |
18,942 |
|
Percentage of Shares Voted |
99.59 |
0.37 |
0.04 |
— |
The shareholders adopted a resolution approving a new shareholder rights plan and authorizing the Company’s board of directors to put the shareholder rights plan into effect in the future if and when the board of directors deems appropriate and in the best interests of the Company, which resolution is set forth as Annex A to the Company’s definitive proxy statement on Schedule 14A filed with the United States Securities and Exchange Commission on March21, 2018 (the “Proxy Statement”). The voting results are set forth below:
For |
Against |
Abstain |
BrokerNon- Votes |
|
Number of Shares Voted |
25,917,908 |
22,878,892 |
4,042 |
3,692,142 |
Percentage of Shares Voted |
53.11 |
46.88 |
0.01 |
— |
For more information about the foregoing proposals, see the Company’s Proxy Statement.