Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in Item 5.07 below, on
The Plan is administered by the Compensation Committee of the Board, which is comprised of independent directors. The purpose of the Plan is to stimulate the efforts of non-employee directors, officers, employees and other service providers, in each case who are selected to be participants in the Plan, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the Company. The Plan allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards, any of which may be performance-based, and for incentive bonuses.
The 2020 Restatement makes the following changes to the Plan:
· increases the maximum number of shares of the Company's common stock that may
be issued under the Plan by 500,000 shares;
· changes the fungible share ratio to 1.35:1;
· removes certain references to Section 162(m) of the Internal Revenue Code that
are no longer relevant; and
· extends the expiration date of the Plan to
Additional details regarding the Plan are included in the Company's 2020 Proxy Statement under the heading Proposal No. 4 - Approval of the Amendment and Restatement of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan. The foregoing summary is qualified in its entirety by the full text of the Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As described in Item 5.07 below, at the 2020 Annual Meeting of Shareholders, the
Company's shareholders, upon the recommendation of the Board, approved
amendments to the Company's Amended and Restated Certificate of Incorporation
(the "Certificate") in order to phase out the classification of the Board and to
provide for the annual election of all directors, as described below. The
amendments to the Certificate (the "Declassification Amendment") became
effective upon filing with the
Article VII, Section (c) of the Certificate provided that the Board was divided
into three classes of approximately equal size, composed of directors each
serving terms of office of three years. The Declassification Amendment amends
Section (c) to provide for the annual election of directors and adds a new
Section (d) on removal of directors to Article VII. Specifically, the
Declassification Amendment provides for the annual election of directors
beginning at the 2021 annual meeting of shareholders, and the declassification
of the Board will be phased in over a period of three years. Beginning with the
2023 annual meeting of shareholders, the declassification of the Board will be
complete and all directors will be subject to annual election for one-year
terms. Consistent with
2
Following shareholder approval of the Declassification Amendment, the Board also
approved conforming amendments to Article III, Sections 3.1 and 3.2 of the
Company's Seventh Amended and Restated By-laws (the "By-laws"). The By-law
amendments also clarify that any director elected to fill a new Board seat
resulting from an increase in the number of directors after the effective date
of the Declassification Amendment would be elected for a term expiring at the
next succeeding annual meeting of shareholders. Directors elected by the Board
to fill vacancies would have the same remaining terms as that of their
predecessors. The amendments to the By-laws became effective upon filing of the
Declassification Amendment with the
Also on
Item 5.07. Submission of Matters to a Vote of Security Holders.
On
1. Election of Class III directors, each to serve a term of three years:
Broker Nominee Votes For Votes Against Abstentions Non-Votes Raymond Dwek 32,958,024 1,953,572 28,218 1,782,141 Christopher Patusky 31,381,144 3,534,487 24,183 1,782,141 Tommy Thompson 31,127,600 3,785,547 26,667 1,782,141
2. An amendment to the Company's Certificate in order to phase out the
classification of the Board and to provide for the annual election of all directors: Votes for: 34,866,245 Votes against: 56,126 Abstentions: 17,443 Broker non-votes: 1,782,141
3. An advisory resolution to approve executive compensation:
Votes for: 11,959,439 Votes against: 22,909,955 Abstentions: 70,420 Broker non-votes: 1,782,141
4. Approval of the amendment and restatement of the
Corporation Amended and Restated 2015 Stock Incentive Plan: Votes for: 27,669,975 Votes against: 7,213,501 Abstentions: 56,338 Broker non-votes: 1,782,141 3
5. Ratification of the appointment of
independent registered public accounting firm for 2020: Votes for: 36,166,307 Votes against: 523,552 Abstentions: 32,096 Broker non-votes: - Item 9.01. Exhibits (d) Exhibits Exhibit No. Description of Exhibit 3.1 Restated Certificate of Incorporation ofUnited Therapeutics Corporation 3.2 Eighth Amended and Restated By-laws ofUnited Therapeutics Corporation 10.1 United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 4
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