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United Therapeutics (UTHR) wins approval for 2026 stock incentive plan

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

United Therapeutics Corporation reported that shareholders approved its 2026 Stock Incentive Plan at the 2026 Annual Meeting held on June 26, 2026. The plan is administered by the Board’s Compensation Committee and allows stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards, and incentive bonuses.

The share pool under the 2026 Plan equals 1,500,000 new shares plus shares that remained available under the prior 2015 plan and certain shares from prior outstanding awards that are later canceled, forfeited, or settled in cash. As of June 26, 2026, 2,413,730 shares were available for future grant under the prior plan and 4,941,655 shares were subject to outstanding awards.

Shareholders also elected all director nominees and approved other matters described in the proxy statement. One key proposal received 25,872,075 votes for and 10,070,290 votes against, with 276,512 abstentions and 1,194,857 broker non-votes, indicating meaningful but not majority opposition.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
New shares in 2026 Plan 1,500,000 shares Additional common stock authorized under 2026 Stock Incentive Plan
Shares available under prior plan 2,413,730 shares Remaining for future grant under 2015 plan as of June 26, 2026
Outstanding awards under prior plan 4,941,655 shares Subject to outstanding awards as of June 26, 2026
Votes for key proposal 25,872,075 votes Votes for one 2026 annual meeting proposal
Votes against key proposal 10,070,290 votes Votes against the same 2026 annual meeting proposal
Broker non-votes on proposal 1,194,857 votes Broker non-votes recorded on that proposal
2026 Stock Incentive Plan financial
"the Company’s shareholders approved the United Therapeutics Corporation 2026 Stock Incentive Plan (the 2026 Plan)"
restricted stock units financial
"allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
stock appreciation rights financial
"The 2026 Plan allows grants of stock options, stock appreciation rights, restricted stock"
Stock appreciation rights (SARs) are a form of employee compensation that give the holder the right to receive the increase in a company's stock price over a set baseline, paid in cash or shares, without having to buy the stock. For investors, SARs matter because they can create future cash outflows or share dilution and signal how a company rewards and motivates executives — similar to giving a bonus tied directly to how well the company’s stock performs.
broker non-votes financial
"Broker non-votes: | | | 1,194,857"
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.
Definitive Proxy Statement on Schedule 14A regulatory
"included in the Company’s Definitive Proxy Statement on Schedule 14A filed"
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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 26, 2026

 

United Therapeutics Corporation

(Exact Name of Registrant as Specified in its Charter)

 

Delaware   000-26301   52-1984749
(State or Other   (Commission   (I.R.S. Employer
Jurisdiction of   File Number)   Identification Number)
Incorporation)        

 

1000 Spring Street    
Silver Spring, MD   20910
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s telephone number, including area code: (301) 608-9292

 

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:

 

¨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
Common Stock, par value $0.01 per share   UTHR   Nasdaq Global Select 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 5.02. 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 June 26, 2026, at the 2026 Annual Meeting of Shareholders of United Therapeutics Corporation (the Company), the Company’s shareholders approved the United Therapeutics Corporation 2026 Stock Incentive Plan (the 2026 Plan). The 2026 Plan had previously been approved by the Company’s Board of Directors (the Board) upon the recommendation of its Compensation Committee. The effective date of the 2026 Plan is June 26, 2026.

 

The 2026 Plan is administered by the Compensation Committee of the Board, which is composed of independent directors. The purpose of the 2026 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 2026 Plan, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the Company. The 2026 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 Company will not grant any additional awards under the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Prior Plan), and the number of shares remaining available under the Prior Plan as of the effective date of the 2026 Plan will become available for grant under the 2026 Plan. Awards previously granted under the Prior Plan are unaffected by the adoption of the 2026 Plan, and they remain outstanding under the terms pursuant to which they were previously granted.

 

Pursuant to the 2026 Plan, the aggregate number of shares of our common stock that may be issued under the 2026 Plan equal (A) the sum of (i) the shares that remain available for grant under the Prior Plan as of the effective date of the 2026 Plan plus (ii) 1,500,000 new shares, plus (B) shares subject to outstanding stock awards under the Prior Plan as of the date the 2026 Plan becomes effective that, after such date, are canceled, expired, forfeited, or otherwise not issued under such an award granted under the Prior Plan and shares subject to awards granted under the Prior Plan that are settled in cash. As of June 26, 2026, 2,413,730 shares remained available for future grant under the Prior Plan and 4,941,655 shares were subject to outstanding awards under the Prior Plan.

 

Additional details regarding the 2026 Plan are included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2026 (the Proxy Statement) under the heading Proposal No. 3 — Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan. The foregoing summary is qualified in its entirety by the full text of the 2026 Plan, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

 

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

 

On June 26, 2026, the Company held its 2026 Annual Meeting of Shareholders. The Company’s shareholders considered four matters, each of which is described in more detail in the Proxy Statement. The final voting results for the meeting are as follows:

 

1.Election of directors, each to serve a term of one year:

 

Nominee  Votes For   Votes Against   Abstentions   Broker
Non-Votes		 
Christopher Causey   32,342,983    3,861,566    14,328    1,194,857 
Richard Giltner   33,029,828    3,174,662    14,387    1,194,857 
Ray Kurzweil   35,215,793    988,979    14,105    1,194,857 
Jan Malcolm   35,912,588    292,981    13,308    1,194,857 
Linda Maxwell   35,472,607    725,977    20,293    1,194,857 
Nilda Mesa   35,477,452    715,174    26,251    1,194,857 
Judy Olian   35,661,334    543,343    14,200    1,194,857 
Christopher Patusky   32,649,292    3,555,219    14,366    1,194,857 
Martine Rothblatt   34,492,974    1,713,789    12,114    1,194,857 
Louis Sullivan   33,409,607    2,794,332    14,938    1,194,857 
Tommy Thompson   35,012,786    1,192,155    13,936    1,194,857 
Kevin Tracey   36,187,554    18,239    13,084    1,194,857 

 

2

 

 

2.An advisory resolution to approve executive compensation:

 

Votes for:   35,152,059 
Votes against:   1,048,505 
Abstentions:   18,313 
Broker non-votes:   1,194,857 

 

3.Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan:

 

Votes for:   25,872,075 
Votes against:   10,070,290 
Abstentions:   276,512 
Broker non-votes:   1,194,857 

 

4.Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026:

 

Votes for:   35,753,887 
Votes against:   1,647,415 
Abstentions:   12,432 
Broker non-votes:   — 

 

Item 9.01. Exhibits

 

  (d)  Exhibits
       
  Exhibit No.   Description of Exhibit
       
  10.1   United Therapeutics Corporation 2026 Stock Incentive Plan
  104   The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

 

3

 

 

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.

 

  UNITED THERAPEUTICS CORPORATION
     
Dated: June 29, 2026 By: /s/ Paul A. Mahon
  Name: Paul A. Mahon
  Title: General Counsel

 

4

 

Source: View Original Filing on SEC EDGAR

FAQ

What did United Therapeutics (UTHR) shareholders approve at the 2026 annual meeting?

Shareholders approved the United Therapeutics 2026 Stock Incentive Plan. The plan provides equity-based compensation, including options, restricted stock, restricted stock units, stock appreciation rights, stock awards, and incentive bonuses, to directors, officers, employees, and other service providers selected as participants.

How many United Therapeutics shares are added in the 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan adds 1,500,000 new shares of common stock. This pool is in addition to shares that remained available under the prior 2015 plan and certain shares from prior awards that may later be canceled, forfeited, or settled in cash.

What happens to the United Therapeutics 2015 Stock Incentive Plan under the new 2026 plan?

United Therapeutics will not grant new awards under the amended and restated 2015 Stock Incentive Plan. The remaining available shares under that prior plan roll into the 2026 Plan, while outstanding awards continue under their existing terms without modification.

How many United Therapeutics shares were available and outstanding under the prior plan as of June 26, 2026?

As of June 26, 2026, 2,413,730 shares remained available for future grant under the prior 2015 Stock Incentive Plan. In addition, 4,941,655 shares were subject to outstanding awards granted under that prior plan at that same date.

How did United Therapeutics (UTHR) shareholders vote on a key 2026 meeting proposal?

One proposal at the 2026 annual meeting received 25,872,075 votes for and 10,070,290 votes against. There were 276,512 abstentions and 1,194,857 broker non-votes, indicating substantial support but also a notable minority of opposing votes.

Who administers the United Therapeutics 2026 Stock Incentive Plan?

The 2026 Stock Incentive Plan is administered by United Therapeutics’ Compensation Committee. This committee is composed of independent directors and is responsible for selecting participants, determining award types, and overseeing plan operation in line with the company’s governance practices.

Filing Exhibits & Attachments

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