01—Abstract
Summary
Summary of the 8-K filed July 23, 2026. Cited figures are marked; the original filing is the authoritative source.
United Therapeutics Corporation (Nasdaq: UTHR) filed this Current Report on Form 8-K dated July 23, 2026, to report the appointment of Victor Dzau, M.D., to its Board of Directors.
The Board, acting on the recommendation of its Nominating and Governance Committee, increased the Board size to 13 members and appointed Dr. Dzau effective July 22, 2026. The Board determined he will not initially serve on any Board committee. In connection with his appointment, Dr. Dzau received equity awards under the 2026 Stock Incentive Plan on July 22, 2026: an initial grant of 380 restricted stock units and 1,190 stock options, plus pro-rata grants of 350 restricted stock units and 1,110 stock options for the remainder of the 2026-2027 Board service year.
He also entered into the Company's standard director and executive officer indemnification agreement, and will receive further compensation under the Director Compensation Program described in the April 29, 2026 proxy statement. The filing states there are no related-party transactions above $120,000a involving Dr. Dzau and no arrangement under which he was selected. The filing is largely governance-related.
Exhibit 99.1, a press release dated July 23, 2026, describes Dr. Dzau's background, including his recent 12-year tenure as President of the National Academy of Medicine, which ended in June 2026, and his return to Duke University. The release also quotes Chairperson and CEO Martine Rothblatt and Nominating and Governance Committee Chairperson Christopher Causey, who described the appointment as part of an ongoing Board refreshment effort. Item 7.01 information is furnished rather than filed.
02—Key points
Key Highlights
- Board expanded to 13 members with the appointment of Victor Dzau, M.D., effective July 22, 2026
- Dr. Dzau will not initially serve on any Board committee
- Initial grant of 380 restricted stock units and 1,190 stock options, plus pro-rata grants of 350 restricted stock units and 1,110 stock options for the remainder of the 2026-2027 Board service year
- Awards made under the 2026 Stock Incentive Plan and the Company's standard non-employee director compensation program
- Dr. Dzau entered into the Company's standard director and executive officer indemnification agreement
- Filing states no related-party transactions above $120,000 involving Dr. Dzau and no arrangement under which he was selected
- Press release describes Dr. Dzau's background, including his 12-year tenure as President of the National Academy of Medicine, and frames the appointment as part of a Board refreshment effort
03—Questions
Frequently Asked Questions
Who was appointed to United Therapeutics' Board of Directors?
Victor Dzau, M.D., was appointed to the Board on July 22, 2026, and the Board was increased to 13 members to accommodate him. He recently completed a 12-year tenure as President of the National Academy of Medicine and previously served as Chancellor for Health Affairs at Duke University.
What compensation did the new director receive?
On July 22, 2026, Dr. Dzau received 380 restricted stock units and 1,190 stock options as his initial grant, plus 350 restricted stock units and 1,110 stock options as pro-rata grants for the remainder of the 2026-2027 Board service year, all under the 2026 Stock Incentive Plan. He will receive further compensation under the Director Compensation Program.
Will Dr. Dzau serve on any Board committees?
Not initially. The Board determined that Dr. Dzau will not serve on a Board committee at the time of his appointment.
Does Dr. Dzau have any related-party transactions with the Company?
The filing states that since the beginning of the last fiscal year, there have been no transactions, and there are no proposed transactions, exceeding $120,000 in which Dr. Dzau had or will have a direct or indirect material interest under Item 404(a) of Regulation S-K.
What did management say about the appointment?
Chairperson and CEO Martine Rothblatt said Dr. Dzau's experience will help guide the company's public benefit mission of developing transplantable organs and organ alternatives. Christopher Causey, Chairperson of the Nominating and Governance Committee, said the appointment is the latest step in a concerted Board refreshment effort.
04—Continue