United Therapeutics Corp. Files Definitive Proxy Statement

Ticker: UTHR · Form: DEF 14A · Filed: Apr 29, 2024

Sentiment: neutral

Topics: Proxy Statement, DEF 14A, Executive Compensation, Shareholder Proposals, Corporate Governance

TL;DR

<b>United Therapeutics Corp. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023.</b>

AI Summary

UNITED THERAPEUTICS Corp (UTHR) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. Filing type: DEF 14A (Definitive Proxy Statement). Reporting period: Fiscal year ending December 31, 2023. Filed as of date: April 29, 2024. Company SIC code: 2834 (Pharmaceutical Preparations). Incorporated in: Delaware.

Why It Matters

For investors and stakeholders tracking UNITED THERAPEUTICS Corp, this filing contains several important signals. This filing provides detailed information regarding executive compensation, board of directors, and shareholder proposals, which are crucial for investors to understand governance and potential impacts on stock value. As a DEF 14A filing, it signifies the company is seeking shareholder votes on important matters, including the election of directors and executive compensation plans, directly influencing corporate strategy and management.

Risk Assessment

Risk Level: low — UNITED THERAPEUTICS Corp shows low risk based on this filing. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a stable operational and financial outlook.

Analyst Insight

Review the executive compensation details and shareholder proposals to assess alignment with company performance and long-term strategy.

Key Numbers

Key Players & Entities

FAQ

When did UNITED THERAPEUTICS Corp file this DEF 14A?

UNITED THERAPEUTICS Corp filed this Proxy Statement (DEF 14A) with the SEC on April 29, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by UNITED THERAPEUTICS Corp (UTHR).

Where can I read the original DEF 14A filing from UNITED THERAPEUTICS Corp?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by UNITED THERAPEUTICS Corp.

What are the key takeaways from UNITED THERAPEUTICS Corp's DEF 14A?

UNITED THERAPEUTICS Corp filed this DEF 14A on April 29, 2024. Key takeaways: Filing type: DEF 14A (Definitive Proxy Statement).. Reporting period: Fiscal year ending December 31, 2023.. Filed as of date: April 29, 2024..

Is UNITED THERAPEUTICS Corp a risky investment based on this filing?

Based on this DEF 14A, UNITED THERAPEUTICS Corp presents a relatively low-risk profile. The filing is a routine proxy statement and does not contain new financial performance data or significant strategic shifts, indicating a stable operational and financial outlook.

What should investors do after reading UNITED THERAPEUTICS Corp's DEF 14A?

Review the executive compensation details and shareholder proposals to assess alignment with company performance and long-term strategy. The overall sentiment from this filing is neutral.

How does UNITED THERAPEUTICS Corp compare to its industry peers?

United Therapeutics Corporation operates in the pharmaceutical preparations industry, focusing on developing and commercializing treatments for life-threatening conditions.

Are there regulatory concerns for UNITED THERAPEUTICS Corp?

As a publicly traded company, United Therapeutics is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to inform shareholders about corporate governance and voting matters.

Industry Context

United Therapeutics Corporation operates in the pharmaceutical preparations industry, focusing on developing and commercializing treatments for life-threatening conditions.

Regulatory Implications

As a publicly traded company, United Therapeutics is subject to SEC regulations, including the requirement to file proxy statements (DEF 14A) to inform shareholders about corporate governance and voting matters.

What Investors Should Do

  1. Analyze the proposals to be voted on by shareholders.
  2. Review the compensation details for named executive officers.
  3. Examine the composition and independence of the Board of Directors.

Key Dates

Year-Over-Year Comparison

This is a DEF 14A filing, which is a definitive proxy statement. Previous filings of this type would provide context on past shareholder meetings and executive compensation decisions.

Filing Stats: 4,400 words · 18 min read · ~15 pages · Grade level 17 · Accepted 2024-04-29 07:00:01

Key Financial Figures

Filing Documents

Executive Compensation Highlights

Executive Compensation Highlights 16 OUR CORPORATE GOVERNANCE 18 PROPOSAL 1: Election of Directors 18 Selecting Directors 18 How We Select Our Director Nominees 19 Board Diversity and Skills 20 Proxy Access 22 Majority Voting 22 Policy on Overboarding 22 Board Declassification 22 Stock Ownership Guidelines 22 Board of Directors and Nominees 22 Nominees for Election at our 2024 Annual Meeting of Shareholders 23 Director Independence 31 Board Structure 31 Board Leadership 31 Committees of our Board of Directors 32 Corporate Governance Guidelines and Committee Charters 33 Board Roles and Responsibilities 34 Risk Oversight 34 Shareholder Engagement 36 Board Education 37 Board Meetings and Board Member Attendance at our Annual Meetings of Shareholders 37 Shareholder Communication with Directors 37 Non-Employee Director Compensation 37 Overview 37 Equity-Based Awards 38 2023 Non-Employee Director Compensation 39 2024 Proxy Statement 3

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 41 PROPOSAL 2: Advisory Resolution to Approve Executive Compensation 41 Compensation Discussion and Analysis 42 Overview 42 Our Named Executive Officers 43 2023 Performance Highlights 44 2023 Shareholder Outreach 44 Overview of our 2023 Executive Compensation Program 45 Pay Element Overview 46 2023 Compensation Decisions 47 2023 Compensation Program Design 56 Key Governance Features of our Executive Compensation Program 59 Other Executive Compensation Policies and Practices 59 Compensation Committee Report 61 Compensation Tables 62 Summary Compensation Table 62 Grants of Plan-Based Awards in 2023 63 Narratives to Summary Compensation Table and Grants of Plan-Based Awards in 2023 Table 64 Outstanding Equity Awards at 2023 Fiscal Year-End 66 Option Exercises and Stock Vested in 2023 68 Pension Benefits in 2023 68 Supplemental Executive Retirement Plan 69 Potential Payments Upon Termination or Change in Control 70 Pay Versus Performance 72 Pay Ratio 75 PROPOSAL 3: Approval of The Amendment and Restatement of The United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan 76 AUDIT MATTERS 86 PROPOSAL 4: Ratification of The Appointment of Ernst & Young LLP as United Therapeutics Corporation's Independent Registered Public Accounting Firm for 2024 86 Report of our Audit Committee 86 Principal Accountant Fees and Services 87 Policy on Audit Committee Pre-Approval of Audit Services and Permissible Non-Audit Services of our Independent Auditors 88 OTHER MATTERS 88 Certain Relationships and Related Party Transactions 88 Beneficial Ownership of Common Stock 89 Delinquent Section 16(a) Reports 91 Shareholder Proposals and Director Nominations 91 Other Business 92 Shareholders Sharing the Same Address 92 Annual Report 92 INFORMATION ABOUT THE MEETING, VOTING, AND PROXIES 93 Atte

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Proxy Statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 ( PSLRA ). These statements, which are based on our beliefs and expectations as to future outcomes, include, among others, statements about our future operating results, business plans, objectives, pipeline advancements, benefits of our products, and any other statements that contain the words believe , seek , expect , anticipate , forecast , project , intend , estimate , should , could , may , will , plan , or similar expressions, and any other statements contained or incorporated by reference into this Proxy Statement that are not historical facts. These forward-looking statements are subject to certain risks and uncertainties, such as those described in our periodic reports filed with the Securities and Exchange Commission ( SEC ), that could cause actual results to differ materially from anticipated results. These statements may also be based on standards for measuring progress that are still developing and on assumptions that are subject to change in the future. Consequently, such forward-looking statements are qualified by the cautionary statements, cautionary language, and risk factors set forth in our periodic reports and documents filed with the SEC, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the PSLRA for forward-looking statements. Our forward-looking statements speak only as of the date of this Proxy Statement or as of the date they are made , and we assume no obligation t o update or revise the information contained in this Proxy Statement whether as a result of new information, future events, or any other reason. Our corporate responsibility-related goals are aspirational a

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