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Washington, DC 20549




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 8, 2024



(Exact Name of Registrant as Specified in its Charter)


Cayman Islands   001-36033   98-1226628
(State or Other Jurisdiction of   (Commission File Number)   (I.R.S. Employer Identification
Incorporation)       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 number, 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):


¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:


Title of each class:   Trading Symbol(s)   Name of each exchange on which registered:
Ordinary Share $0.00001 Par Value   TBPH   NASDAQ Global Market


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    ¨


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. ¨







Item 5.07. Submission of Matters to a Vote of Security Holders.


The 2024 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on May 8, 2024. Shareholders holding 39,493,689 shares of capital stock, representing 81.3% 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, which constituted a quorum to conduct business.


The matters voted on at the Annual Meeting are summarized below, and the votes cast with respect to each such matter are set forth below. These matters are described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 5, 2024.


Proposal One – Based on the following results of voting, the nominees listed below were elected Class I directors to serve as members of the Board until the Company’s Annual General Meeting held in 2026 and until their successors are duly elected and qualified:


Nominees  For   Against   Abstain   Broker Non-
Eran Broshy    35,316,310    223,797    635    3,952,947 
James Kelly    35,265,676    274,631    435    3,952,947 
Laurie Smaldone Alsup    35,290,841    240,365    9,536    3,952,947 


Proposal Two – Based on the following results of voting, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified:


   For   Against   Abstain   Broker Non-
Number of Shares Voted   39,257,982    228,078    7,629    




Proposal Three – Based on the following results of voting, a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved:


   For   Against   Abstain   Broker Non-
Number of Shares Voted   35,205,714    332,345    2,683    3,952,947 







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.


Date: May 9, 2024 By: /s/ Brett Grimaud
    Brett Grimaud
    General Counsel