UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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Securities Exchange Act of 1934
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| Item 1.01. | Entry into a Material Definitive Agreement. |
As described in Item 5.07 below, on September 30, 2021, at a Special Meeting of Shareholders of United Therapeutics Corporation (the “Company”), the Company’s shareholders approved an amendment (the “Amendment”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”). As described in Item 5.03 below, the Amendment was filed with the Secretary of State of the State of Delaware on September 30, 2021 and became effective immediately, effecting the conversion of the Company to a Delaware public benefit corporation (the “Conversion”).
The Company’s Board of Directors (the “Board”) approved a new form of Indemnification Agreement for each of the Company’s directors and executive officers, updated to reflect the Conversion. Each of the Company’s directors and executive officers entered into the new form of Indemnification Agreement, effective as of the effective time of the Conversion.
The foregoing description of the form of Indemnification Agreement is qualified in its entirety by the full text of the form of Indemnification Agreement, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On September 30, 2021, the Company filed a Restated Certificate of Incorporation (the “Restated Certificate”) incorporating the Amendment described in Item 1.01. The changes to the Certificate of Incorporation consist of the following:
| · | Adding language stating that the Company is a public benefit corporation; and |
| · | Adding language to the Company’s statement of business purpose identifying the specific public benefits to be promoted by the Company, as follows: |
United Therapeutics Corporation’s public benefit purpose is to provide a brighter future for patients through (a) the development of novel pharmaceutical therapies; and (b) technologies that expand the availability of transplantable organs.
The effects of the Conversion are further described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the U.S. Securities and Exchange Commission on August 19, 2021.
The foregoing description of the Restated Certificate is qualified in its entirety by the full text of the Restated Certificate, which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
On September 30, 2021, the Company held a Special Meeting of Shareholders (the “Special Meeting”). The Company’s shareholders considered one matter, a proposal to amend the Company’s Restated Certificate of Incorporation to convert the Company into a Delaware public benefit corporation. The final voting results for this proposal are as follows:
| Votes for: | 34,328,695 | ||
| Votes against: | 3,573,042 | ||
| Abstentions: | 686,483 | ||
| Broker non-votes: | — |
Under Delaware law, the approval of holders of a majority of the shares outstanding is required in order to approve the amendment to the Company’s Restated Certificate of Incorporation and thereby convert to a public benefit corporation. As a result, the proposal was approved.
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Item 9.01. Exhibits
| (d) Exhibits | ||
| Exhibit No. | Description of Exhibit | |
| 3.1 | Restated Certificate of Incorporation of United Therapeutics Corporation | |
| 10.1 | Form of Director and Officer Indemnification Agreement | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL | |
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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: October 1, 2021 | By: | /s/ Paul A. Mahon |
| Name: | Paul A. Mahon | |
| Title: | General Counsel | |
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