UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Current Report Pursuant
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Item 5.07. Submission of Matters to a Vote of Security Holders.
The 2026 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on June 12, 2026. Shareholders holding 47,059,878 ordinary shares, representing 91.4% of the total number of shares outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business.
The matters voted on at the Annual Meeting are summarized below, and the votes cast with respect to each such matter are set forth below. These matters are described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 28, 2026.
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 |
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 | — |
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 |
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: June 12, 2026 | By: | /s/ Brett Grimaud |
| Brett Grimaud | ||
| General Counsel | ||