Theravance Biopharma (NASDAQ: TBPH) investors approve directors, auditor and pay plan

Rhea-AI Filing Summary

Theravance Biopharma, Inc. reported the results of its 2026 Annual General Meeting of Shareholders held on June 12, 2026. Shareholders holding 47,059,878 ordinary shares, or 91.4% of shares entitled to vote, were present, providing a quorum to conduct business.

All director nominees, including Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E. Winningham, were elected to serve until the 2027 annual meeting. Shareholders also ratified the appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, shareholders approved a non-binding advisory resolution on the compensation of the company’s named executive officers, indicating overall support for the current executive pay program.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 47,059,878 shares Quorum percentage: 91.4% Votes for Laurie Smaldone Alsup: 42,725,649 votes +4 more

7 metrics

Shares represented at meeting 47,059,878 shares 91.4% of shares outstanding and entitled to vote at 2026 AGM

Quorum percentage 91.4% Proportion of total shares outstanding and entitled to vote at 2026 AGM

Votes for Laurie Smaldone Alsup 42,725,649 votes Director election at 2026 Annual General Meeting

Auditor ratification for votes 46,471,340 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Auditor ratification against votes 572,896 votes Votes against Ernst & Young LLP ratification

Say-on-pay for votes 42,631,324 votes Non-binding advisory resolution on executive compensation

Say-on-pay broker non-votes 4,156,175 votes Broker non-votes on executive compensation advisory proposal

Key Terms

Annual General Meeting of Shareholders, broker non-votes, independent registered public accounting firm, non-binding advisory resolution

4 terms

Annual General Meeting of Shareholders financial

"The 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc."

broker non-votes financial

"Broker Non-Votes 4,156,175"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

non-binding advisory resolution financial

"a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved"

A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.

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Understanding 8-K Material Events →

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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): June 12, 2026

THERAVANCE BIOPHARMA, INC.

(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)

C/O Theravance Biopharma US, LLC

901 Gateway Boulevard

South San Francisco, CA 94080

(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):

¨  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 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on June 12, 2026. Shareholders holding 47,059,878 ordinary shares, representing 91.4% 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 28, 2026.

Proposal One – Based on the following results of voting, the nominees listed below were elected directors to serve as members of the Board until the Company’s Annual General Meeting held in 2027 and until their successors are duly elected and qualified: 

Nominees		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

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, 2026 was ratified: 

For		Against		Abstain		Broker Non-Votes
46,471,340		572,896		15,642		—

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-Votes
42,631,324		221,196		51,183		4,156,175

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: June 12, 2026	By:	/s/ Brett Grimaud
		Brett Grimaud
		General Counsel

FAQ

What did Theravance Biopharma (TBPH) shareholders vote on at the 2026 Annual Meeting?

Shareholders voted on electing six directors, ratifying Ernst & Young LLP as independent registered public accounting firm for 2026, and approving a non-binding advisory resolution on named executive officer compensation. All three proposals received shareholder approval at the June 12, 2026 meeting.

What was the shareholder turnout for Theravance Biopharma’s 2026 Annual General Meeting?

Shareholders holding 47,059,878 ordinary shares were represented, equal to 91.4% of shares outstanding and entitled to vote at the meeting. This high participation level ensured a valid quorum and allowed all scheduled proposals to be considered and decided.

Which directors were elected at Theravance Biopharma’s 2026 Annual Meeting?

Shareholders elected Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E. Winningham as directors. Each will serve until the 2027 annual meeting and until their successors are duly elected and qualified under the company’s governance framework.

Was Ernst & Young LLP ratified as Theravance Biopharma’s auditor for 2026?

Yes. The appointment of Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026 received 46,471,340 votes for, 572,896 against, and 15,642 abstentions, with no broker non-votes recorded on this proposal.

How did Theravance Biopharma shareholders vote on executive compensation in 2026?

Shareholders approved a non-binding advisory resolution on named executive officer compensation, with 42,631,324 votes for, 221,196 against, and 51,183 abstentions. There were 4,156,175 broker non-votes, but overall results showed support for the current compensation approach.

What are broker non-votes in Theravance Biopharma’s 2026 AGM results?

Broker non-votes occur when brokers hold shares in street name but lack voting instructions for non-routine items. In the 2026 meeting, proposals such as director elections and executive compensation show broker non-votes, while the auditor ratification had none, reflecting its routine status.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 2.9 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.8 KB