$TBPH·8-K

Theravance Biopharma, Inc. · Jun 12, 4:59 PM ET

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Theravance Biopharma, Inc. 8-K

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Theravance Biopharma Reports 2026 Annual Meeting Voting Results

What Happened

  • Theravance Biopharma (TBPH) held its Annual General Meeting on June 12, 2026 and filed an 8‑K reporting the voting results. Shareholders holding 47,059,878 ordinary shares (91.4% of shares outstanding and entitled to vote) were present in person or by proxy, constituting a quorum.
  • All nominees named in the company’s proxy were elected as directors for terms expiring at the 2027 Annual Meeting. The company’s selection of Ernst & Young LLP as its independent registered public accounting firm for fiscal 2026 was ratified, and a non‑binding advisory vote on executive compensation (say‑on‑pay) was approved.

Key Details

  • Shares represented at the meeting: 47,059,878 (91.4% of outstanding shares).
  • Director election vote counts (For / Against / Abstain / Broker Non-Votes):
    • Laurie Smaldone Alsup: 42,725,649 / 124,187 / 53,867 / 4,156,175
    • Susannah Gray: 42,231,530 / 618,306 / 53,867 / 4,156,175
    • Dean J. Mitchell: 42,557,257 / 297,316 / 49,130 / 4,156,175
    • Donal O’Connor: 42,535,463 / 319,110 / 49,130 / 4,156,175
    • Deepika R. Pakianathan: 41,936,019 / 918,543 / 49,141 / 4,156,175
    • Rick E. Winningham: 42,474,538 / 377,274 / 51,891 / 4,156,175
  • Auditor ratification: Ernst & Young LLP approved — 46,471,340 For, 572,896 Against, 15,642 Abstain.
  • Say‑on‑pay (non‑binding) approved: 42,631,324 For, 221,196 Against, 51,183 Abstain (4,156,175 broker non‑votes).

Why It Matters

  • Governance continuity: Election of the nominated directors maintains the current board composition and oversight through the 2027 Annual Meeting.
  • Audit continuity: Ratification of Ernst & Young LLP confirms the firm's role as TBPH’s independent auditor for fiscal 2026, affecting the company’s external financial review process.
  • Shareholder sentiment: Approval of the non‑binding advisory vote on executive compensation indicates majority shareholder support for the company’s pay practices as presented in the proxy.

Keywords: annual meeting, director election, auditor ratification, say-on-pay, shareholder vote, Theravance Biopharma.

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