Annual Meeting of Shareholders to be Reconvened on May 29, 2008
SILVER SPRING, Md., May 1 /PRNewswire-FirstCall/ -- United Therapeutics Corporation (Nasdaq: UTHR) (the Company) held its annual meeting of shareholders (the Annual Meeting) on April 29, 2008. The Company's shareholders voted to approve the election of Raymond Dwek, Roger Jeffs and Christopher Patusky as Class III directors with terms expiring in 2011. The Company's shareholders also voted to approve the ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2008.
Following these votes, the Annual Meeting was adjourned and will be reconvened on May 29, 2008 to consider one remaining item of business: the adoption of the 2008 United Therapeutics Corporation Equity Incentive Plan (the 2008 Plan). The meeting was adjourned in order to allow shareholders time to consider a proposed amendment to the 2008 Plan (as so amended and restated, the Amended 2008 Plan).
The amendments reflected in the Amended 2008 Plan as compared with the
original plan are summarized as follows:
Amendments Proposed Under the Amended Under the Original
2008 Plan 2008 Plan
Shares of common stock reserved
for grants 1,500,000 7,000,000
Final date for granting awards December 31, 2011 10 years after
The ability to buy back awards Requires Allowed
or exchange them for other shareholder
The ability to lower the Requires Allowed
exercise price of any stock shareholder
option (other than in connection approval
with a change in our
Vesting of restricted stock - At least three Vesting period is
non performance based grants years vesting period discretionary
Vesting of restricted stock - At least one Vesting period is
performance based grants year vesting period discretionary
The Amended Plan request represents 3.57% of the Company's fully diluted voting shares.
The decision to adjourn the Annual Meeting and consider the Amended 2008 Plan at the reconvened Annual Meeting was made after the Company reported that a preliminary tally of the votes for the 2008 Plan indicated that the plan as originally proposed would not receive sufficient votes to be approved.
The reconvened Annual Meeting will be held at the Company's
headquarters, 1110 Spring Street, Silver Spring, Maryland 20910, at 9:00
a.m. Eastern Time for the following purposes:
1. Approval of the Amended 2008 Plan; and
2. To consider and act upon such other business as may properly come
before the reconvened Annual Meeting.
Only holders of record of the Company's common stock at the close of business on March 7, 2008, the original record date, remain entitled to vote at the reconvened Annual Meeting.
The Company also announces that it filed with the Securities and Exchange Commission (SEC) today an amendment to its Proxy Statement filed with the SEC on March 7, 2008. The Company will mail the amendment and related information and proxy card to its shareholders of record as of March 7, 2008, on or about May 2, 2008. Shareholders are urged to read the amendment and other relevant documents because they relate to the approval of the Amended 2008 Plan.
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]
|SOURCE United Therapeutics Corporation|
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