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Get filing alertsUnited Therapeutics shareholders approve 1.5M-share equity plan, elect all directors
Filed June 29, 2026 · Period ending June 26, 2026 · ~1 min read
Key Changes
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Shareholders approved a new 2026 equity plan adding 1,500,000 shares to the 2,413,730 remaining under the prior plan, creating a pool of ~3.9M shares for future grants (71.5% support, 27.8% against).
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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All twelve directors elected for one-year terms with support ranging from 89.3% to 99.9%; three directors (Causey, Patusky, Sullivan) received elevated opposition of 7.7%–10.7%.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Say-on-pay approved with 97.1% support (35.2M for, 1.0M against), indicating strong shareholder satisfaction with executive compensation practices.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR → -
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Ernst & Young ratified as 2026 auditor with 95.6% support (35.8M for, 1.6M against), a routine annual approval.
Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
Summary
United Therapeutics held its 2026 annual meeting on June 26, where shareholders approved a new equity compensation plan that expands the share pool available for employee and director grants. The plan adds 1.5 million new shares to the roughly 2.4 million remaining under the prior plan, creating a combined pool of approximately 3.9 million shares (plus any shares from canceled or forfeited awards).
The 71.5% approval reflects moderate shareholder support for the dilution, with 27.8% voting against. All twelve directors were re-elected, though three—Christopher Causey, Christopher Patusky, and Louis Sullivan—faced elevated opposition ranging from 7.7% to 10.7%. The remaining nine directors received support above 95%.
Executive compensation and the auditor appointment both passed with strong backing (97.1% and 95.6%, respectively), indicating no material governance concerns. The filing also references an Item 5.02 officer or director event, but the disclosure text is incomplete and provides no detail on the nature of that change.
Section-by-Section Diff
Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation
8-K filing incomplete or truncated; Item 5.02 officer/director event disclosed but body text cut off.
Added in current filing · verify on EDGAR →
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described in
The 8-K invokes Item 5.02, which covers departures, appointments, or compensatory arrangements for directors and officers. However, the filing text provided is incomplete — it ends mid-sentence with 'As described in' and no further detail. The nature and materiality of the event cannot be determined from the truncated disclosure.
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
UTHR shareholders approved a new 2026 equity plan, elected all 12 directors, and ratified executive pay and auditor at the annual meeting.
Added in current filing · verify on EDGAR →
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). ... 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.
Shareholders approved a new equity compensation plan that adds 1,500,000 new shares to the 2,413,730 shares remaining under the prior plan, for a total pool of approximately 3.9 million shares available for future grants (plus any shares from canceled or forfeited awards under the prior plan). The plan allows grants of stock options, restricted stock, and other equity awards to directors, officers, employees, and service providers. Vote results: 25,872,075 for (71.5% of votes cast), 10,070,290 against (27.8%), 276,512 abstentions.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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
All twelve director nominees were elected for one-year terms. Support ranged from 89.3% to 99.9% of votes cast. Three directors received elevated opposition: Christopher Causey (10.7% against), Christopher Patusky (9.8% against), and Louis Sullivan (7.7% against). The remaining nine directors received support above 95%.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jul 2, 2026 · How we verify