UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 2.02. Results of Operations and Financial Condition.
On February 27, 2023, Theravance Biopharma, Inc. issued a press release and is holding a conference call regarding its financial results for the quarter and full year ended December 31, 2022 and a business update. A copy of the press release is furnished as Exhibit 99.1 to this Current Report and a copy of materials that will accompany the call is furnished as Exhibit 99.2 to this Current Report.
The information in Item 2.02 and in Item 9.01 of this Current Report on Form 8-K, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Securities Exchange Act of 1934”), or otherwise subject to the liabilities of that Section, nor shall it be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 26, 2023, Susannah Gray was appointed by the Board of Directors of Theravance Biopharma, Inc. (the “Company”) to serve as a Class II member of the Board of Directors. The Company’s Board of Directors (the “Board”) has determined that Susannah Gray is independent within the meaning of the independent director standards of the Securities and Exchange Commission and Nasdaq. In connection with her appointment to the Board, Ms. Gray will be entitled to receive cash and equity compensation pursuant to the Company’s non-employee director compensation program, consisting of an annual retainer of $55,000 per year, an additional $1,500 for attending in-person board of directors meetings held outside the United States and annual retainers for any committee service.
Ms. Gray will receive compensation for her service as a non-employee member of the Board as set forth in the Company’s Director Compensation Policy, a description of which can be found in our Definitive Proxy Statement filed with the Securities and Exchange Commission on March 25, 2022 in connection with the Company’s 2022 Annual General Meeting of Shareholders.
There is no arrangement or understanding with any person pursuant to which Ms. Gray was appointed as a member of the Board, and there are no family relationships between Ms. Gray and any director, executive officer. Ms. Gray is not a party to any current or proposed transaction with the Company for which disclosure is required under Item 404(a) of Regulation S-K.
In addition, on February 26, 2023, William D. Young decided not to stand for re-election as a director at the Company’s next annual general meeting of shareholders. The decision is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Company thanks him for his years of service to the Company.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release dated February 27, 2023 |
| 99.2 | Slide deck entitled Strategic Actions and Fourth Quarter / Full Year 2022 Financial Results and Business Update |
| 104 | Cover Page Interactive Data File (cover page XBRL tags embedded within the Inline XBRL document) |
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.
| THERAVANCE BIOPHARMA, INC. | ||
| Date: February 27, 2023 | By: | /s/ Aziz Sawaf |
| Aziz Sawaf | ||
| Senior Vice President and Chief Financial Officer | ||