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0001082554

0001082554

2026-06-26
2026-06-26

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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

 

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