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THRX > SEC Filings for THRX > Form 8-K on 23-May-2014All Recent SEC Filings

Show all filings for THERAVANCE INC

Form 8-K for THERAVANCE INC


23-May-2014

Submission of Matters to a Vote of Security Holders, Other Events


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

(a) The Annual Meeting of Stockholders of the Company was held on May 22, 2014.

(b) The nominees listed below were elected directors with the respective votes set forth opposite their names:

                              Votes for    Votes withheld
Rick E Winningham             99,196,999      181,127
Henrietta H. Fore             99,014,747      363,379
Robert V. Gunderson, Jr.      98,934,532      443,594
Burton G. Malkiel, Ph.D.      99,022,038      356,088
Peter S. Ringrose, Ph.D.      99,243,177      134,949
William H. Waltrip            98,943,169      434,957
George M. Whitesides, Ph.D.   99,213,767      164,359
William D. Young              98,743,647      634,479

In a non-binding advisory vote, the stockholders voted to approve the compensation of the Company's named executive officers disclosed in the Company's 2014 proxy statement. The voting results are set forth below:

For Against Abstain
98,937,027 373,547 67,552

The stockholders ratified the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2014. The voting results are set forth below:

For Against Abstain
106,663,710 494,387 8,525



Item 8.01 Other Events

The Company has previously disclosed under Item 5.02 on Form 8-K filed on May 5, 2014 (the "Prior Form 8-K"), that in connection with the proposed separation of Theravance Biopharma, Inc. ("Biopharma") from Theravance, Inc. ("Theravance") into two distinct publicly traded companies (the "Separation"), contingent upon the effectiveness of the Separation and effective as of immediately after the payment of the dividend of Biopharma ordinary shares to the stockholders of Theravance that is expected to occur on June 2, 2014, Catherine J. Friedman, Paul Pepe and James L. Tyree (collectively, the "New Directors") will become members of the Board of Directors of Theravance and current Theravance directors Henrietta H. Fore, Robert V. Gunderson, Jr., Burton G. Malkiel, Peter S. Ringrose, George M. Whitesides and William D. Young are expected to resign as members of the Theravance Board of Directors effective immediately after the effectiveness of appointment of the New Directors. Today's disclosures in Item 5.07 of this Form 8-K do not change or modify Theravance's disclosures in the Prior Form 8-K.


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