UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 28, 2010
United Therapeutics Corporation
(Exact Name of Registrant as Specified in Charter)
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Delaware |
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000-26301 |
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52-1984749 |
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(State or Other |
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(Commission |
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(I.R.S. Employer |
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Jurisdiction of |
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File Number) |
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Identification Number) |
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Incorporation) |
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1040 Spring Street |
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Silver Spring, MD |
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20910 |
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(Address of Principal Executive Offices) |
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(Zip Code) |
Registrant’s telephone number, including area code: (301) 608-9292
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.03. Amendments to Articles of Incorporation of Bylaws; Change in Fiscal Year.
On June 28, 2010, United Therapeutics Corporation (the “ Company ”) amended its Amended and Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 100,000,000 to a total of 245,000,000 shares. The amendment became effective by filing a Certificate of Amendment with the State of Delaware on June 28, 2010 following shareholder approval, as discussed further below under Item 5.07.
A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 28, 2010, the Company held its 2010 annual meeting of shareholders. The final voting results for the meeting are as follows:
1. The Company’s shareholders elected the following nominees as Class II directors, to serve three-year terms expiring at the 2013 annual meeting of shareholders, by the vote set forth below:
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Nominee |
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Votes For |
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Votes Withheld |
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Broker
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Christopher Causey |
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32,919,381 |
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14,157,549 |
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2,657,828 |
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Richard Giltner |
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36,963,445 |
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10,113,485 |
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2,657,828 |
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R. Paul Gray |
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32,920,250 |
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14,156,680 |
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2,657,828 |
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2. The Company’s shareholders approved an amendment to its Amended and Restated Certificate of Incorporation to increase the authorized number of shares of common stock from 100,000,000 to a total of 245,000,000 shares, by the vote set forth below:
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Votes for: |
34,368,768 |
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Votes against: |
15,356,909 |
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Abstentions: |
9,081 |
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Broker non-votes: |
— |
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3. The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2010, by the vote set forth below:
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Votes for: |
47,425,673 |
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Votes against: |
2,304,514 |
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Abstentions: |
4,569 |
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Broker non-votes: |
— |
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Item 9.01. Exhibits
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(d) Exhibits |
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Exhibit No. |
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Description of Exhibit |
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3.1 |
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Certificate of Amendment to Amended and Restated Certificate of Incorporation of United Therapeutics Corporation, dated June 28, 2010 |
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.
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UNITED THERAPEUTICS CORPORATION |
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Dated: June 28, 2010 |
By: |
/s/ Paul A. Mahon |
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Name: |
Paul A. Mahon |
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Title: |
General Counsel |
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
UNITED THERAPEUTICS CORPORATION
United Therapeutics Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify as follows:
FIRST: The name of the corporation is United Therapeutics Corporation. The name under which the corporation was originally incorporated was Lung Rx, Inc., and the original certificate of incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on June 26, 1996, and amended and restated on June 11, 1999.
SECOND: That the Board of Directors of the Corporation, at a meeting duly held on April 1, 2010, adopted a resolution proposing and declaring advisable the amendment to the Amended and Restated Certificate of Incorporation contained herein and directed that said amendment be submitted for the consideration of the Corporation’s stockholders at the next annual meeting thereof. The proposed amendment is as follows:
Article V, paragraph (a) of the Amended and Restated Certificate of Incorporation is hereby deleted and the following is substituted in lieu thereof:
“(a) The total number of shares of capital stock of all classes which the Corporation shall have the authority to issue is Two Hundred Fifty-Five Million (255,000,000) shares, consisting of Two Hundred Forty-Five Million (245,000,000) shares of Common Stock, par value $.01 per share, and Ten Million (10,000,000) shares of Preferred Stock, par value $.01 per share.”
THIRD: That thereafter, at the annual meeting of stockholders of the Corporation duly held, upon notice and in accordance with Section 222 of the General Corporation Law of the State of Delaware, the necessary number of shares as required were voted in favor of the amendment.
FOURTH: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Section 242 of the General Corporation Law of the State of Delaware.
FIFTH: That this Certificate of Amendment of the Amended and Restated Certificate of Incorporation shall be effective upon filing with the Secretary of the State of Delaware.
IN WITNESS WHEREOF, the undersigned has made and signed this Certificate of Amendment this 28th day of June, 2010 and affirms the statements contained herein as true under penalty of perjury.
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United Therapeutics Corporation |
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By: |
/s/ Paul A. Mahon |
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Name: Paul A. Mahon |
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Title: Secretary |
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