UNITED THERAPEUTICS CORP FORM 8-K (Current report filing) Filed 11/13/14 for the Period Ending 11/11/14 Address 1040 SPRING ST SILVER SPRING, MD 20910 Telephone 3016089292 CIK 0001082554 Symbol UTHR SIC Code 2834 - Pharmaceutical Preparations Industry Biotechnology & Drugs Sector Healthcare Fiscal Year 12/31 http://www.edgar-online.com Copyright 2014, EDGAR Online, Inc. All Rights Reserved. Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 11, 2014 United Therapeutics Corporation (Exact Name of Registrant as Specified in Charter) Delaware 000-26301 52-1984749 (State or Other (Commission (I.R.S. Employer Jurisdiction of File Number) Identification Number) Incorporation) 1040 Spring Street Silver Spring, MD 20910 (Address of Principal Executive Offices) (Zip Code) Registrant s telephone number, including area code: (301) 608-9292 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On November 11, 2014, the Board of Directors (the Board ) of United Therapeutics Corporation (the Company ), acting upon the recommendation of its Nominating and Governance Committee, appointed Professor Katherine J. Klein, Ph.D. of The Wharton School of the University of Pennsylvania to serve as a member of the Board. Professor Klein will serve as a Class I director, and her term will expire at the Company s 2015 annual meeting of shareholders. Committee assignments for Professor Klein have not yet been determined. Professor Klein has served as the Vice Dean of the Wharton Social Impact Initiative since July 2012, and as The Wharton School s Edward H. Bowman Professor of Management since 2005. She also served as Professor of Management of The Wharton School from 2004 to 2005. Prior to joining Wharton, Professor Klein was on the faculty of the University of Maryland and a visiting professor at the Stanford Graduate School of Business. She received her B.A. from Yale University, and her Ph.D. in Community Psychology from the University of Texas at Austin. An award-winning organizational psychologist, Professor Klein has conducted extensive field research regarding a range of topics including team leadership, climate, conflict, social networks and effectiveness; organizational change and technology implementation; employee diversity; and employee responses to stock ownership. She has taught executive education, studied, and consulted with a variety of for-profit and non-profit organizations including Charles Schwab, Rohm and Haas, North American Scientific, Medtronic, The Baltimore Shock Trauma Center, Penn Vet, the U.S. Census Bureau, and the Korean Management Association. Her research has been published in numerous top journals including Administrative Science Quarterly, Journal of Applied Psychology, the Academy of Management Journal, and the Academy of Management Review. She is also a former associate editor of the Journal of Applied Psychology and Administrative Science Quarterly. Professor Klein is a Fellow of the Academy of Management, the Society for Industrial and Organizational Psychology, the American Psychological Association, and the Association for Psychological Science. In connection with Professor Klein s appointment to the Board, the Company awarded her 29,375 awards under the Company s 2011 Share Tracking Awards Plan, representing an initial grant of 20,000 awards and a grant of 9,275 awards for the remainder of the 2014-2015 director service year. The awards were granted on November 11, 2014, with an exercise price equal to the closing price of the Company s common stock as reported on the NASDAQ Global Select Market on that date. In addition, Professor Klein will be compensated for her services as described in the discussion of director compensation in the Company s definitive proxy statement for its 2014 annual meeting of shareholders, filed with the Securities and Exchange Commission on April 30, 2014. The Company also entered into an indemnification agreement with Professor Klein on the Company s standard form for directors and executive officers, effective November 11, 2014. A copy of the press release announcing Professor Klein s appointment is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. Item 9.01 Exhibits (d) Exhibits Exhibit No. 99.1 Press release dated November 13, 2014 Description of Exhibit 2
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. UNITED THERAPEUTICS CORPORATION Dated: November 13, 2014 By: /s/ Paul A. Mahon Name: Paul A. Mahon Title: General Counsel 3
Exhibit Index Exhibit No. 99.1 Press release dated November 13, 2014 Description of Exhibit 4
Exhibit 99.1 Contact: James Edgemond Phone: (301) 608-9292 E-mail: jedgemond@unither.com PROFESSOR KATHERINE J. KLEIN JOINS THE UNITED THERAPEUTICS CORPORATION BOARD OF DIRECTORS Silver Spring, MD, November 13, 2014 United Therapeutics Corporation (NASDAQ: UTHR) announced today the appointment of Professor Katherine J. Klein, Ph.D., of The Wharton School of the University of Pennsylvania to its Board of Directors as an independent director. The appointment is effective as of November 11, 2014. Professor Klein has served as the Vice Dean of the Wharton Social Impact Initiative since July 2012, and as The Wharton School s Edward H. Bowman Professor of Management since 2005. She also served as Professor of Management of The Wharton School from 2004 to 2005. Prior to joining Wharton, Professor Klein was on the faculty of the University of Maryland and a visiting professor at the Stanford Graduate School of Business. She received her B.A. from Yale University, and her Ph.D. in Community Psychology from the University of Texas at Austin. An award-winning organizational psychologist, Professor Klein has conducted extensive field research regarding a range of topics including team leadership, climate, conflict, social networks and effectiveness; organizational change and technology implementation; employee diversity; and employee responses to stock ownership. She has taught executive education, studied, and consulted with a variety of for-profit and non-profit organizations including Charles Schwab, Rohm and Haas, North American Scientific, Medtronic, The Baltimore Shock Trauma Center, Penn Vet, the U.S. Census Bureau, and the Korean Management Association. Her research has been published in numerous top journals including Administrative Science Quarterly, Journal of Applied Psychology, the Academy of Management Journal, and the Academy of Management Review. She is also a former associate editor of the Journal of Applied Psychology and Administrative Science Quarterly. Professor Klein is a Fellow of the Academy of Management, the Society for Industrial and Organizational Psychology, the American Psychological Association, and the Association for Psychological Science. We greatly value Professor Klein s outstanding achievements and experience, said Martine Rothblatt, Ph.D., United Therapeutics Chairman and Chief Executive Officer. We look forward to adding her voice to our Board deliberations, particularly on matters relating to organizational development as we continue our focus on maximizing our growth while maintaining our entrepreneurial culture. I am very pleased to join United Therapeutics Board of Directors, said Professor Klein. I admire the company s commitment to helping patients who are suffering from rare diseases and am thrilled to be joining such an accomplished leadership team. About United Therapeutics United Therapeutics Corporation is a biotechnology company focused on the development and commercialization of unique products to address the unmet medical needs of patients with chronic and life-threatening cardiovascular and infectious diseases and cancer. [uthr-g] Forward-Looking Statements Statements included in this press release concerning the expected contributions of and guidance by Professor Klein and future growth of the company are forward-looking statements within the meaning of the safe harbor contained in the Private Securities Litigation Reform Act of 1995. These forward-looking statements are qualified by the cautionary statements, cautionary language and risk factors set forth in our periodic reports and documents filed with the Securities and Exchange Commission, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and current reports on Form 8-K, which could cause actual results to differ materially from anticipated results. We are providing this information as of November 13, 2014, and assume no obligation to update or revise the information contained in this press release whether as a result of new information, future events or any other reason.