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THERAVANCE INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events

May 23, 2014



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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Source: Edgar Glimpses


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