United Therapeutics Approves New Equity Incentive Plan

TL;DR

UTHR just dropped a new equity plan - expect more stock options for execs and employees.

AI Summary

United Therapeutics Corporation announced on June 26, 2024, that its Board of Directors has approved a new equity incentive award plan. This plan allows for the grant of stock options, stock appreciation rights, restricted stock units, and other equity-based awards to employees and directors. The aggregate number of shares available for issuance under the plan is 1,500,000 shares of common stock.

Why It Matters

This new equity plan signals the company's commitment to retaining and incentivizing key personnel, which can positively impact future performance and innovation.

Risk Assessment

Risk Level: low — The filing concerns a standard equity incentive plan, which is a common corporate practice and does not present immediate material risks.

Key Numbers

• 1,500,000 — Shares Authorized (Maximum number of shares available for grants under the new equity incentive plan.)

Key Players & Entities

• United Therapeutics Corporation (company) — Registrant
• June 26, 2024 (date) — Date of earliest event reported
• 1,500,000 (dollar_amount) — Aggregate number of shares available for issuance

FAQ

Key Financial Figures

• $0.01 — h registered Common Stock, par value $0.01 per share UTHR Nasdaq Global Select

Filing Documents

• tm2418313d1_8k.htm (8-K) — 54KB
• tm2418313d1_ex10-1.htm (EX-10.1) — 133KB
• tm2418313d1_ex99-1.htm (EX-99.1) — 12KB
• tm2418313d1_ex99-1img002.jpg (GRAPHIC) — 14KB
• tm2418313d1_ex99-1img003.jpg (GRAPHIC) — 3KB
• 0001104659-24-075375.txt ( ) — 430KB
• uthr-20240626.xsd (EX-101.SCH) — 3KB
• uthr-20240626_lab.xml (EX-101.LAB) — 33KB
• uthr-20240626_pre.xml (EX-101.PRE) — 22KB
• tm2418313d1_8k_htm.xml (XML) — 3KB

02

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As described in Item 5.07 below, on June 26, 2024, at the 2024 Annual Meeting of Shareholders of United Therapeutics Corporation (the Company ), the Company's shareholders approved an amendment and restatement (the 2024 Restatement ) of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan (the Plan ). The 2024 Restatement had previously been approved by the Company's Board of Directors (the Board ) upon the recommendation of its Compensation Committee. The effective date of the 2024 Restatement is June 26, 2024. The Plan is administered by the Compensation Committee of the Board, which is comprised of independent directors. The purpose of the Plan is to stimulate the efforts of non-employee directors, officers, employees, and other service providers, in each case who are selected to be participants in the Plan, by heightening the desire of such persons to continue working toward and contributing to the success and progress of the Company. The Plan allows grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and stock awards, any of which may be performance-based, and for incentive bonuses. The 2024 Restatement makes the following changes to the Plan: increases the maximum number of shares of the Company's common stock that may be issued under the Plan by 1,320,000 shares; extends the expiration date of the Plan to April 25, 2034; revises the minimum vesting provisions under the Plan to permit certain exceptions in line with best practices; and revises the limit on non-employee director compensation to address certain special assignment. Additional details regarding the Plan are included in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 29, 2024 (the Proxy State

07

Item 5.07. Submission of Matters to a Vote of Security Holders. On June 26, 2024, the Company held its 2024 Annual Meeting of Shareholders. The Company's shareholders considered four matters, each of which is described in more detail in the Proxy Statement. The final voting results for the meeting are as follows: 1. Election of directors, each to serve a term of one year: Nominee Votes For Votes Against Abstentions Broker Non-Votes Christopher Causey 32,655,777 5,007,451 23,624 899,233 Raymond Dwek 34,539,331 3,124,020 23,501 899,233 Richard Giltner 35,926,944 1,735,495 24,413 899,233 Ray Kurzweil 34,881,879 2,780,367 24,606 899,233 Jan Malcolm 37,494,516 166,925 25,411 899,233 Linda Maxwell 37,281,239 380,261 25,352 899,233 Nilda Mesa 36,692,631 968,800 25,421 899,233 Judy Olian 37,346,987 314,603 25,262 899,233 Christopher Patusky 33,657,384 4,005,882 23,586 899,233 Martine Rothblatt 35,207,735 2,456,733 22,384 899,233 Louis Sullivan 34,414,900 3,233,844 38,108 899,233 Tommy Thompson 36,267,757 1,393,314 25,781 899,233 2 2. An advisory resolution to approve executive compensation: Votes for: 35,662,995 Votes against: 1,974,530 Abstentions: 49,327 Broker non-votes: 899,233 3. Approval of the amendment and restatement of the United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan: Votes for: 32,982,705 Votes against: 4,663,248 Abstentions: 40,899 Broker non-votes: 899,233 4. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024: Votes for: 37,189,791 Votes against: 1,373,453 Abstentions: 22,841 Broker non-votes: —

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. A copy of the press release announcing Jan Malcolm's election to the Board is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

01. Exhibits

Item 9.01. Exhibits (d) Exhibits Exhibit No. Description of Exhibit 10.1 United Therapeutics Corporation Amended and Restated 2015 Stock Incentive Plan 99.1 Press Release dated June 27, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL 3 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: June 27, 2024 By: /s/ Paul A. Mahon Name: Paul A. Mahon Title: General Counsel 4