01—Abstract
Summary
Summary of the 8-K filed January 22, 2026. Cited figures are marked; the original filing is the authoritative source.
United Therapeutics Corporation (Nasdaq: UTHR), a public benefit corporation, reported in this Form 8-K dated January 22, 2026 that its Board of Directors increased the Board to 13 members and appointed Kevin J.
Tracey, M.D., effective January 21, 2026. Dr. Tracey will not initially serve on any Board committee. He received 1,220 restricted stock units under the Company's Amended and Restated 2015 Stock Incentive Plan, granted January 21, 2026, under the standard non-employee director compensation program, and he entered into the Company's standard director and executive officer indemnification agreement.
The Board also approved the Eleventh Amended and Restated Bylaws, effective upon Board approval on January 21, 2026. The principal changes add a cure process for certain deficiencies in shareholder director nomination notices, remove language allowing the Board to require a vote larger than a majority of the voting power present for certain matters, and lower the shareholder vote required to alter, repeal, or amend the Bylaws from 80%a to a majority of the voting power of outstanding shares entitled to vote generally in director elections, voting as a single class. Other technical conforming changes were also made.
The announcement of Dr. Tracey's appointment is furnished under Item 7.01 as Exhibit 99.1 and is not deemed filed for purposes of Section 18 of the Exchange Act. The press release quotes Chairperson and CEO Martine Rothblatt, Ph.D., describing Dr. Tracey as a strategic and scientific addition to the Board as the company advances its rare pulmonary disease pipeline and organ manufacturing programs.
02—Key points
Key Highlights
- Board expanded to 13 members with the appointment of Kevin J. Tracey, M.D., effective January 21, 2026; he will not initially serve on any Board committee.
- Dr. Tracey received 1,220 restricted stock units under the Amended and Restated 2015 Stock Incentive Plan, granted January 21, 2026 under the non-employee director compensation program.
- Dr. Tracey entered into the Company's standard director and executive officer indemnification agreement, effective January 21, 2026.
- Eleventh Amended and Restated Bylaws became effective upon Board approval on January 21, 2026.
- Bylaw amendments add a cure process for certain deficiencies in shareholder director nomination notices (Sections 2.5 and 2.14).
- The vote required for stockholders to alter, repeal, or amend the Bylaws was lowered from 80% to a majority of the voting power of outstanding shares entitled to vote generally in director elections (Section 9.6).
- Section 2.9 was amended to remove language allowing the Board to require a vote larger than a majority of the voting power present for certain matters.
03—Questions
Frequently Asked Questions
Who was appointed to the Board of United Therapeutics?
Kevin J. Tracey, M.D., was appointed to the Board on January 21, 2026, which increased the Board size to 13 members. The filing states he will not serve on a Board committee initially.
What compensation did the new director receive?
Dr. Tracey was awarded 1,220 restricted stock units under the Amended and Restated 2015 Stock Incentive Plan, granted January 21, 2026, in accordance with the standard non-employee director compensation program. He will receive further compensation under that program.
What changes were made to the Bylaws?
The Board approved the Eleventh Amended and Restated Bylaws, which add a cure process for certain shareholder director nomination notice deficiencies, remove the Board's ability to require a larger-than-majority vote on certain matters, and lower the shareholder vote needed to amend the Bylaws from 80% to a majority of the voting power entitled to vote in director elections.
Does Dr. Tracey have any related-party transactions with the Company?
The filing states that since the beginning of the last fiscal year and through the present, there have been no transactions, and no proposed transactions, with the Company exceeding $120,000 in which Dr. Tracey had a direct or indirect material interest under Item 404(a) of Regulation S-K. There is also no arrangement or understanding with any other person under which he was selected as a director.
What did the Company say about the appointment?
In a press release furnished as Exhibit 99.1, Chairperson and CEO Martine Rothblatt, Ph.D., said Dr. Tracey brings scientific leadership and entrepreneurial experience to the Board. Dr. Tracey said he looks forward to supporting the company's rare disease and transplantable organ mission.
04—Continue