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 1, 2018

 

 

THERAVANCE BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 

 

 

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))

 

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.

 

(a)           The 2018 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on May 1, 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 Class I 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 December 31, 2018.  The voting results are set forth below:

 

		For		Against		Abstain		Broker Non- 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 March 21, 2018 (the “Proxy Statement”). The voting results are set forth below:

 

		For		Against		Abstain		Broker Non- 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.

 

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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.

 

	THERAVANCE BIOPHARMA, INC.
Date: May 2, 2018	By:	/s/ Bradford J. Shafer
		Bradford J. Shafer
		Executive Vice President, General Counsel and Secretary

 

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