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, 2012
United Therapeutics Corporation
(Exact Name of Registrant as Specified in its Charter)
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Delaware |
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000-26301 |
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52-1984749 |
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(State or Other |
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(Commission |
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(I.R.S. Employer |
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Jurisdiction of |
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File Number) |
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Identification Number) |
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Incorporation) |
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1040 Spring Street |
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Silver Spring, MD |
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20910 |
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(Address of Principal Executive Offices) |
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(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:
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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 26, 2012, United Therapeutics Corporation (the “Company”) held its 2012 annual meeting of shareholders. The Company’s shareholders considered four matters, each of which is described in more detail in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 30, 2012. The final voting results for the meeting are as follows:
1. The Company’s shareholders elected the following nominees as Class I directors, to serve three-year terms until the 2015 annual meeting of shareholders or until their successors are duly elected and qualified or their office is otherwise vacated, by the votes set forth below:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker |
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Martine Rothblatt |
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41,930,408 |
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3,767,686 |
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3,164,389 |
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Louis Sullivan |
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42,978,584 |
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2,719,510 |
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3,164,389 |
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Ray Kurzweil |
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36,250,038 |
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9,448,056 |
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3,164,389 |
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2. The Company’s shareholders approved an advisory resolution on executive compensation by the vote set forth below:
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Votes for: |
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44,734,163 |
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Votes against: |
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895,298 |
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Abstentions: |
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68,633 |
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Broker non-votes: |
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3,164,389 |
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3. The Company’s shareholders approved the United Therapeutics Corporation Employee Stock Purchase Plan by the vote set forth below:
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Votes for: |
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44,301,247 |
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Votes against: |
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1,337,192 |
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Abstentions: |
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59,655 |
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Broker non-votes: |
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3,164,389 |
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4. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2012, by the vote set forth below:
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Votes for: |
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47,798,690 |
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Votes against: |
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1,016,814 |
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Abstentions: |
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46,979 |
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Broker non-votes: |
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— |
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Item 7.01. Regulation FD Disclosure.
On June 27, 2012, the Company issued a press release announcing that its Board of Directors has authorized a share repurchase program of up to $100 million in common stock. Shares repurchased under this program will be held in treasury. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information contained in Item 7.01 to this Current Report on Form 8-K, and Exhibits 99.1 attached hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Exhibits
(d) Exhibits
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Exhibit No. |
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Description of Exhibit |
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99.1 |
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Press release dated June 27, 2012 |
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.
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UNITED THERAPEUTICS CORPORATION | |
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Dated: June 27, 2012 |
By: |
/s/ Paul A. Mahon |
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Name: |
Paul A. Mahon |
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Title: |
General Counsel |
Exhibit 99.1
For Immediate Release
Contact: Andrew Fisher
(202) 483-7000
Afisher@unither.com
UNITED THERAPEUTICS ANNOUNCES
ADDITIONAL $100 MILLION SHARE REPURCHASE PROGRAM
Silver Spring, MD, June 27, 2012: United Therapeutics Corporation (NASDAQ: UTHR) today announced that its Board of Directors authorized the repurchase of up to an additional $100 million of the company’s common stock. This program will become effective on July 31, 2012, and will remain open for up to one year. Purchases may be made in the open market or in privately negotiated transactions from time to time as determined by United Therapeutics’ management and in accordance with the requirements of the U.S. Securities and Exchange Commission.
The company also announced that it had recently completed its previously-announced $300 million repurchase program by purchasing 2,045,192 shares of common stock for $88 million during the second quarter of 2012.
“I am pleased that we have completed our $300 million share repurchase program, and that our board has authorized an additional $100 million in share repurchases,” remarked Martine Rothblatt, Ph.D., United Therapeutics’ Chairman and Chief Executive Officer. “Given our current share price and the continued strong performance of our core business, we continue to believe that repurchases represent an appropriate use of our capital and an opportunity to return value to our shareholders.”
About United Therapeutics
United Therapeutics is a biotechnology company focused on the development and commercialization of unique products to address the unmet medical needs of patients with chronic and life-threatening conditions. [uthr-g]
Forward-looking Statements
Statements included in this press release that are not historical in nature are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include, among others, statements regarding future repurchases of shares of our common stock. These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic and other reports filed with the Securities and Exchange Commission, that could cause actual results to differ materially from anticipated results. These risks and uncertainties include, among others, our ability to successfully execute repurchases on favorable terms, and such forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-
K. We claim the protection of the safe harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. We are providing this information as of June 27, 2012, and assume no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason.