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 30, 2019

 


 

THERAVANCE BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

 


 

Cayman Islands
(State or Other Jurisdiction of
Incorporation)

 

001-36033
(Commission File Number)

 

98-1226628
(I.R.S. Employer Identification 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 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 2019 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on April 30, 2019.

 

(b)           Shareholders holding 54,065,708 shares of capital stock, representing 96.36% 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

 

49,149,630

 

402,435

 

2,020

 

4,511,623

 

Percentage of Shares Voted

 

99.19

 

0.81

 

0.00

 

 

Robert V. Gunderson, Jr.

 

48,796,300

 

755,765

 

2,020

 

4,511,623

 

Percentage of Shares Voted

 

98.47

 

1.53

 

0.00

 

 

Susan M. Molineaux

 

43,592,082

 

5,959,983

 

2,020

 

4,511,623

 

Percentage of Shares Voted

 

87.97

 

12.03

 

0.00

 

 

Donal O’Connor

 

49,416,078

 

135,987

 

2,020

 

4,511,623

 

Percentage of Shares Voted

 

99.73

 

0.27

 

0.00

 

 

 

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, 2019.  The voting results are set forth below:

 

 

 

For

 

Against

 

Abstain

 

Broker Non-
Votes

 

Number of Shares Voted

 

53,615,727

 

421,412

 

28,569

 

 

Percentage of Shares Voted

 

99.17

 

0.78

 

0.05

 

 

 

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 1, 2019

By:

/s/ Bradford J. Shafer

 

 

Bradford J. Shafer

 

 

Executive Vice President, General Counsel and Secretary

 

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