01—Abstract
Summary
Summary of the 8-K filed June 29, 2026. Cited figures are marked; the original filing is the authoritative source.
On June 26, 2026, United Therapeutics Corporation's shareholders held the 2026 Annual Meeting and approved the United Therapeutics Corporation 2026 Stock Incentive Plan (the 2026 Plan), which takes effect that day.
The 2026 Plan is administered by the Compensation Committee, is composed of independent directors, and allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards (any of which may be performance-based), and incentive bonuses. The plan reserves 1,500,000 new shares plus the shares remaining available under the Prior Plan (2,413,730 shares as of June 26, 2026), along with certain shares subject to outstanding Prior Plan awards that later lapse or are settled in cash. The Company will make no further grants under the Amended and Restated 2015 Stock Incentive Plan, though outstanding awards under it (4,941,655 shares as of June 26, 2026) remain in effect.
At the meeting, all eleven director nominees were elected to one-year terms, though several received substantially more votes against than others, with Christopher Causey, Richard Giltner, and Christopher Patusky each receiving over 3,000,000 votes against. The advisory resolution on executive compensation received 35,152,059 votes for and 1,048,505 against. Shareholders also ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 35,753,887 votes for and 1,647,415 against.
The 2026 Plan was the most contested proposal, receiving 25,872,075 votes for, 10,070,290 against, and 276,512 abstentions, plus 1,194,857 broker non-votes. The 8-K is largely a governance filing.
Investors evaluating dilution should note the new share reserve and the Compensation Committee's administration of the plan. Full plan terms are in Exhibit 10.1, and additional detail is in the Company's April 29, 2026 proxy statement under Proposal No. 3.
02—Key points
Key Highlights
- Shareholders approved the 2026 Stock Incentive Plan on June 26, 2026, effective the same day, with grants permitted as options, SARs, restricted stock, RSUs, stock awards, and incentive bonuses.
- The 2026 Plan reserves 1,500,000 new shares, plus 2,413,730 shares remaining available under the Prior Plan as of June 26, 2026, plus certain shares from outstanding Prior Plan awards that are later canceled, forfeited, or settled in cash.
- No further awards will be granted under the Amended and Restated 2015 Stock Incentive Plan; 4,941,655 shares were subject to outstanding awards under it as of June 26, 2026.
- The 2026 Plan was the most contested proposal, with 25,872,075 votes for, 10,070,290 against, and 276,512 abstentions.
- All eleven director nominees were elected to one-year terms, with Christopher Causey (3,861,566), Christopher Patusky (3,555,219), and Richard Giltner (3,174,662) receiving the most votes against.
- The advisory vote on executive compensation passed with 35,152,059 votes for and 1,048,505 against.
- Shareholders ratified Ernst & Young LLP as the independent registered public accounting firm for 2026, with 35,753,887 votes for and 1,647,415 against.
03—Questions
Frequently Asked Questions
What is the 2026 Stock Incentive Plan and when did it take effect?
The 2026 Plan is an equity and incentive compensation plan approved by shareholders at the June 26, 2026 Annual Meeting. It took effect on June 26, 2026, and is administered by the Compensation Committee of independent directors. It permits stock options, stock appreciation rights, restricted stock, restricted stock units, stock awards (any of which may be performance-based), and incentive bonuses.
How many shares are available under the new plan?
The aggregate share pool equals the shares remaining available under the Prior Plan as of the effective date, plus 1,500,000 new shares, plus certain shares subject to outstanding Prior Plan awards that are later canceled, expired, forfeited, or not issued, or that are settled in cash. As of June 26, 2026, 2,413,730 shares remained available under the Prior Plan.
What happens to the existing 2015 plan and its outstanding awards?
The Company will not grant any additional awards under the Amended and Restated 2015 Stock Incentive Plan. Shares remaining available under it become available under the 2026 Plan. Awards already granted remain outstanding on their existing terms; 4,941,655 shares were subject to those awards as of June 26, 2026.
Did shareholders support the plan and other proposals?
Shareholders approved all four matters. The 2026 Plan received 25,872,075 votes for and 10,070,290 against, the lowest level of support among the proposals. The executive compensation advisory vote received 35,152,059 votes for and 1,048,505 against, and the auditor ratification received 35,753,887 votes for and 1,647,415 against.
04—Continue