Theravance Biopharma appoints Irenic's Jeremy Grant to board, enters cooperation agreement, reaffirms capital return

Theravance Biopharma, Inc.

Jeremy Grant appointed to Board as Class II director; Board temporarily expands to 10.
Cooperation agreement with Irenic includes standstill, voting commitments, and information sharing rights.
Company reaffirms commitment to return all excess capital; $300M returned since mid-2022, shares reduced ~35%.
Dr. Burton Malkiel not standing for re-election at May 2024 AGSM; Board will revert to 9 directors.

item 1.01 item 5.02 item 7.01 item 9.01

Executive movements

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Appointed

Jeremy Grant

Director

TBPH · Theravance Biopharma, Inc.

Effective: 2023-12-21
Filed: December 21, 2023, 6:59 PM ET

In connection with the Cooperation Agreement, the New Director was appointed to the Board, as well as the Development and Commercialization Committee and the Compensation Committee, each effective December 21, 2023.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Jeremy Grant was appointed as Director at Theravance Biopharma, Inc..

Action: appointed
Role: Director

Exact text from the filing

In connection with the Cooperation Agreement, the New Director was appointed to the Board, as well as the Development and Commercialization Committee and the Compensation Committee, each effective December 21, 2023.

View on SEC.gov

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Theravance Biopharma, Inc. entered into Cooperation Agreement with Irenic Capital Management LP, Irenic Capital Management GP LLC, Irenic Capital Evergreen Master Fund LP, Irenic Capital Evergreen Fund GP LLC (effective 2023-12-21).

Action: entry
Counterparty: Irenic Capital Management LP, Irenic Capital Management GP LLC, Irenic Capital Evergreen Master Fund LP, Irenic Capital Evergreen Fund GP LLC
Effective: 2023-12-21

Exact text from the filing

On December 21, 2023, Theravance Biopharma, Inc., a Cayman Islands exempted company (the “Company”), entered into a cooperation agreement (the “Cooperation Agreement”) with Irenic Capital Management LP, a Delaware limited partnership, Irenic Capital Management GP LLC, a Delaware limited liability company, Irenic Capital Evergreen Master Fund LP, a Cayman Islands limited partnership, and Irenic Capital Evergreen Fund GP LLC, a Delaware limited liability company (collectively “Irenic”).

View on SEC.gov

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Theravance Biopharma, Inc. filing history →

Source: SEC EDGAR

accession 0001104659-23-128299

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