---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-073559"
form_type: "8-K"
ticker: "TBPH"
cik: "0001583107"
company_name: "Theravance Biopharma, Inc."
filed_at: "2026-06-12T20:59:44+00:00"
generated_at: "2026-06-12T21:04:51.084255+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.15
calibrated_materiality_score: 0.15
confidence: "high"
source: SEC EDGAR
---

# Theravance Biopharma shareholders elect all director nominees, ratify auditor, approve say-on-pay

## Summary
- All six director nominees elected with >98% of votes cast in favor, including Laurie Smaldone Alsup and Susannah Gray.
- Ernst & Young LLP ratified as independent auditor for FY 2026 with 46.5M for, 572.9K against.
- Non-binding advisory resolution on named executive officer compensation approved with 42.6M for, 221.2K against.
- Proxies represented 91.4% of outstanding shares (47.06M), quorum established.

## SEC filing metadata
- accession: 0001104659-26-073559
- form_type: 8-K
- ticker: TBPH
- cik: 0001583107
- company_name: Theravance Biopharma, Inc.
- filed_at: 2026-06-12T20:59:44+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.15
- calibrated_materiality_score: 0.15
- confidence: high
- sec_items: 5.07
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1583107/000110465926073559/0001104659-26-073559-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1583107/000110465926073559/tm2617876d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-073559
- JSON: https://secwatch.observer/filing/0001104659-26-073559.json
- Plain text: https://secwatch.observer/filing/0001104659-26-073559.txt

## Key facts
- Shareholder Votes
  Theravance Biopharma, Inc. shareholders approved Election of Directors at the 2026-06-12 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: Proposal One – Based on the following results of voting, the nominees listed below were elected directors to serve as members of the Board until the Company’s Annual General Meeting held in 2027 and until their successors are duly elected and qualified: Nominees For Against Abstain Broker Non-Votes Laurie Smaldone Alsup 42,725,649 124,187 53,867 4,156,175 Susannah Gray 42,231,530 618,306 53,867 4,156,175 Dean J. Mitchell 42,557,257 297,316 49,130 4,156,175 Donal O’Connor 42,535,463 319,110 49,130 4,156,175 Deepika R. Pakianathan 41,936,019 918,543 49,141 4,156,175 Rick E Winningham 42,474,538 377,274 51,891 4,156,175
  evidence_url: https://www.sec.gov/Archives/edgar/data/1583107/000110465926073559/0001104659-26-073559-index.htm
- Shareholder Votes
  Theravance Biopharma, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026 at the 2026-06-12 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: 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, 2026 was ratified: For Against Abstain Broker Non-Votes 46,471,340 572,896 15,642 —
  evidence_url: https://www.sec.gov/Archives/edgar/data/1583107/000110465926073559/0001104659-26-073559-index.htm
- Shareholder Votes
  Theravance Biopharma, Inc. shareholders approved Non-binding advisory resolution regarding the compensation of the Company’s named executive officers at the 2026-06-12 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-12
  source text: 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 42,631,324 221,196 51,183 4,156,175
  evidence_url: https://www.sec.gov/Archives/edgar/data/1583107/000110465926073559/0001104659-26-073559-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.