{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-23-055518","form_type":"8-K","ticker":"TBPH","cik":"0001583107","company_name":"Theravance Biopharma, Inc.","filed_at":"2023-05-03T23:59:59+00:00","discovered_at":"2026-05-14T18:03:39.513063+00:00","generated_at":"2026-06-16T01:04:33.061445+00:00","sec_items":["3.03","5.03","5.02","5.07","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.5,"calibrated_materiality_score":0.5,"confidence":"high","headline":"Theravance shareholders approve 46% reduction in equity plan shares and board declassification","bullets":["Shareholders approved amendment to 2013 Equity Incentive Plan: extended term 10 years, eliminated evergreen, reduced shares reserved by 3,808,287 (46% reduction).","Shareholders approved amendment to declassify Board of Directors over time.","Director nominees elected: Dean J. Mitchell and Deepika R. Pakianathan elected Class III directors.","Ernst & Young ratified as independent auditor for fiscal year ending Dec 31, 2023.","Non-binding advisory vote on executive compensation approved; shareholders voted for annual frequency."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-23-055518","json":"https://secwatch.observer/filing/0001104659-23-055518.json","markdown":"https://secwatch.observer/filing/0001104659-23-055518.md","text":"https://secwatch.observer/filing/0001104659-23-055518.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/tm2314493d1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-16T01:04:33.061445+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"78dc5b58383955f0e302202ff5dba22c3b7029f0","claim":"Theravance Biopharma, Inc.: Amended and restated memorandum and articles of association to declassify the board of directors over time (effective 2023-05-02).","evidence_excerpt":"On May 2, 2023, at the Annual Meeting, the Company’s shareholders approved an amendment and restatement of the Company’s Amended and Restated Memorandum and Articles of Association (as amended and restated, the “Amended Memorandum and Articles”) to declassify the Company’s board of directors over time.","evidence_source":"SEC 8-K Item 5.03/5.05/5.06","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Governance Changes","details":[{"label":"Change","value":"charter amendment"},{"label":"Effective","value":"2023-05-02"}],"fact_type":"governance_change"},{"claim_id":"09de9cb402ccf053462df6799eca565d068df0b0","claim":"Theravance Biopharma, Inc. shareholders approved Advisory vote on frequency of shareholder votes on executive compensation (every year) at the 2023-05-02 meeting.","evidence_excerpt":"Proposal Four – Based on the following results of voting, the Company’s shareholders approved, on an advisory basis, that shareholder votes on the compensation of the Company’s named executive officers occur every year: 1 Year 2 Years 3 Years Abstain Broker Non-Votes Number of Shares Voted 46,190,946 4,671 1,498,681 22,498 6,086,895","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"62feb1a363647a02462eb33486b110111c1ebfa3","claim":"Theravance Biopharma, Inc. shareholders approved Non-binding advisory resolution on compensation of named executive officers at the 2023-05-02 meeting.","evidence_excerpt":"Proposal Three – Based on the following results of voting, a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved: For Against Abstain Broker Non-Votes Number of Shares Voted 42,597,635 5,073,854 45,307 6,086,895","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"6f300ded3d48cb3a1dbae252d519da60ee897a3f","claim":"Theravance Biopharma, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year 2023 at the 2023-05-02 meeting.","evidence_excerpt":"Proposal Two – Based on the following results of voting, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified: For Against Abstain Broker Non-Votes Number of Shares Voted 52,773,713 928,728 101,250 N/A","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"80bcb951dd0d04b3edb9a125cbda3118869ae121","claim":"Theravance Biopharma, Inc. shareholders approved Approval of Amended and Restated 2013 Equity Incentive Plan at the 2023-05-02 meeting.","evidence_excerpt":"Proposal Five – Based on the following results of voting, the Company’s Amended and Restated 2013 Equity Incentive Plan was approved: For Against Abstain Broker Non-Votes Number of Shares Voted 39,511,933 8,125,310 79,553 6,086,895","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"92598ca6efa9f80638d0c0eecf6118ca5e61f38b","claim":"Theravance Biopharma, Inc. shareholders approved Election of Class III directors at the 2023-05-02 meeting.","evidence_excerpt":"Proposal One – Based on the following results of voting, the nominees listed below were elected Class III directors to serve as members of the Board until the Company’s Annual General Meeting held in 2026 and until their successors are duly elected and qualified: Nominees For Against Abstain Broker Non-Votes Dean J. Mitchell 37,494,937 10,195,459 26,400 6,086,895 Deepika R. Pakianathan 41,984,899 5,705,313 26,584 6,086,895","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"},{"claim_id":"9787f205d0c0e324421c6d77a5f54e6fa139c4b4","claim":"Theravance Biopharma, Inc. shareholders approved Amendment to declassify the Board over time at the 2023-05-02 meeting.","evidence_excerpt":"Proposal Six – Based on the following results of voting, an amendment to the Company’s Amended and Restated Memorandum and Articles of Association to declassify the Board over time was approved: For Against Abstain Broker Non-Votes Number of Shares Voted 46,475,207 1,235,783 5,806 6,086,895","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1583107/000110465923055518/0001104659-23-055518-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-05-02"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}