UNITED THERAPEUTICS Corp
For the period ended Jun 26, 2026. Filed Apr 29, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 26, 2026 · Filed Apr 29, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant x | |
|---|---|
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: | |
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a‑6(e)(2)) |
| x | Definitive Proxy Statement |
| o | Definitive Additional Materials |
| o | Soliciting Material under §240.14a‑12 |
| United Therapeutics Corporation | |
|---|---|
| (Name of Registrant as Specified In Its Charter) | |
| (Name of Person(s) Filing Proxy Statement, if other than the Registrant) | |
| Payment of Filing Fee (Check all boxes that apply): | |
| x | No fee required. |
| o | Fee paid previously with preliminary materials. |
| o | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11. |
| 2026 Proxy Statement | 1 |
|---|
UNITED THERAPEUTICS CORPORATION
NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS
| DATE AND TIMEFriday, June 26, 2026 10:30 a.m. Eastern Time | LOCATIONvirtualshareholdermeeting.com/UTHR2026 | WHO CAN VOTEShareholders as of April 28, 2026 (the Record Date) are entitled to notice of, and to vote at, our 2026 Annual Meeting of Shareholders |
Voting Items
| Company Proposals | Board Vote Recommendation | For Further Details | |
| 1 | Election of the twelve directors named in this Proxy Statement | “FOR” each director nominee | Page 11 |
| 2 | Advisory resolution to approve executive compensation | “FOR” | Page 31 |
| 3 | Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan | “FOR” | Page 64 |
| 4 | Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 | “FOR” | Page 72 |
Shareholders will also consider and act upon such other business as may properly come
before the Annual Meeting of Shareholders and anyadjournment or postponement thereof.
Proxy materials or a Notice of Internet Availability are first being distributed to shareholders
on or about April 29, 2026. This year’s Annual Meeting will be conducted solely virtually via
live audio webcast. To attend the meeting online, vote your shares electronically, or submit
questions, go to the website listed above. The Annual Meeting will begin at 10:30 a.m.
Eastern Time on Friday, June 26, 2026, and you are encouraged to log in early to avoid any
delay due to technical issues. Please review this Proxy Statement for additional information.
Whether or not you expect to attend the meeting virtually, you are requested to vote your
shares as promptly as possible so that your shares are represented at the meeting. All
shareholders are extended a cordial invitation to attend this virtual meeting. Our list of
shareholders as of the Record Date will also be available for inspection for the ten days prior
to the Annual Meeting. To inspect the list, please contact our investor relations department
using the form athttps://ir.unither.com/contact-ir.
By Order of the Board of Directors,
PAUL A. MAHON
Corporate Secretary
April 29, 2026
Important Notice Regarding the Availability of Proxy Materials for United
Therapeutics Corporation’s 2026 Annual Meeting of Shareholders to Be Held on
Friday, June 26, 2026: United Therapeutics Corporation’s Proxy Statement and Annual
Report on Form 10-K are available at: ir.unither.com/annual-and-proxy
| How to Vote | |
| INTERNET | |
| TELEPHONE | |
| Mark, sign, date, and promptly mail the enclosed proxy card in the postage-paid envelope |
| 2 | United Therapeutics, a public benefit corporation |
TABLE OF CONTENTS
| NOTICE OF 2026 ANNUAL MEETING OF SHAREHOLDERS | 1 |
|---|---|
| UNITED THERAPEUTICS AT A GLANCE | 4 |
| PROXY VOTING ROADMAP | 7 |
| OUR CORPORATE GOVERNANCE | 11 |
| PROPOSAL 1: Election of Directors | 11 |
| Board Composition and Refreshment | 11 |
| Assessment and Succession Planning | 11 |
| Board Evaluation and Re-Nomination Considerations | 11 |
| Director Nomination Process | 12 |
| Board Skills | 14 |
| 2026 Director Nominees | 15 |
| Board Structure and Operations | 21 |
| Governance Highlights | 21 |
| Board Leadership Structure | 21 |
| Board Committees | 22 |
| Meeting Attendance | 23 |
| Risk Oversight | 24 |
| Shareholder Engagement | 26 |
| Other Corporate Governance Policies and Practices | 27 |
| Non-Employee Director Compensation | 28 |
| EXECUTIVE COMPENSATION | 31 |
| PROPOSAL 2: Advisory Resolution to Approve Executive Compensation | 31 |
| Compensation Discussion and Analysis | 32 |
| Executive Summary | 32 |
| 2025 Compensation Decisions | 36 |
| 2025 Compensation Program Design | 44 |
| Other Executive Compensation Policies and Practices | 47 |
| Compensation Committee Report | 49 |
| Compensation Tables | 50 |
| Summary Compensation Table | 50 |
| Grants of Plan-Based Awards in 2025 | 51 |
| Narratives to Summary Compensation Table and Grants of Plan-Based Awards in 2025 Table | 52 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 54 |
| Option Exercises and Stock Vested in 2025 | 56 |
| Pension Benefits in 2025 | 56 |
| Supplemental Executive Retirement Plan | 57 |
| Potential Payments Upon Termination or Change in Control | 58 |
| Pay Versus Performance | 60 |
| Pay Ratio | 63 |
| PROPOSAL 3: Approval of the United Therapeutics Corporation 2026 Stock Incentive Plan | 64 |
|---|---|
| AUDIT MATTERS | 72 |
| PROPOSAL 4: Ratification of The Appointment of Ernst & Young LLP as United Therapeutics Corporation’s Independent Registered Public Accounting Firm for 2026 | 72 |
| Report of our Audit Committee | 72 |
| Principal Accountant Fees and Services | 73 |
| Policy on Pre-Approval of Audit Services and Non-Audit Services | 74 |
| OTHER MATTERS | 75 |
| Certain Relationships and Related Party Transactions | 75 |
| Beneficial Ownership of Common Stock | 75 |
| Delinquent Section 16(a) Reports | 77 |
| Insider Trading Policies and Procedures | 77 |
| Shareholder Proposals and Director Nominations | 78 |
| INFORMATION ABOUT THE MEETING, VOTING, AND PROXIES | 79 |
| ANNEX A - United Therapeutics Corporation 2026 Stock Incentive Plan | A-1 |
| ANNEX B - Non-GAAP Financial Information | B-1 |
| Frequently Requested Information | |
|---|---|
| Auditor fees | 73 |
| Board and committee evaluation | 11 |
| Board leadership structure | 21 |
| CEO pay ratio | 63 |
| Clawback policy | 49 |
| Cybersecurity oversight | 26 |
| Director biographies | 15 |
| Director compensation | 28 |
| Director independence | 13 |
| Director overboarding policy | 13 |
| Executive succession planning | 25 |
| Long-term incentives | 41 |
| Peer group companies | 45 |
| Perquisites | 48 |
| Proxy access | 27 |
| Public benefit and sustainability oversight | 25 |
| Risk oversight | 24 |
| Shareholder communications with our Board | 27 |
| Skills matrix | 14 |
| Stock ownership guidelines | |
| For non-employee directors | 29 |
| For executive officers | 49 |
| 2026 Proxy Statement | 3 |
|---|
Table of Contents
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains forward-looking statements made pursuant to the safe harbor provisions of Section 21E of the Securities
Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995 (PSLRA). These statements, which are based on our
beliefs and expectations as to future outcomes, include, among others, statements about our future operating results, business plans,
objectives, pipeline advancements, benefits and popularity of our products, and any other statements that contain the words believe, seek,
expect, anticipate, forecast, project, intend, estimate, should, could, may, will, plan, or similar expressions, and any other statements
contained or incorporated by reference into this Proxy Statement that are not historical facts. These forward-looking statements are subject
to certain risks and uncertainties, such as those described in our periodic reports filed with the Securities and Exchange Commission
(SEC), that could cause actual results to differ materially from anticipated results. These statements may also be based on standards for
measuring progress that are still developing and on assumptions that are subject to change in the future. Consequently, such
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 SEC, including our most recent Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, and
Current Reports on Form 8-K. We claim the protection of the safe harbor contained in the PSLRA for forward-looking statements. Our
forward-looking statements speak only as of the date of this Proxy Statement or as of the date they are made, and we assume no
obligation to update or revise the information contained in this Proxy Statement whether as a result of new information, future events, or
any other reason. Our corporate responsibility-related goals are aspirational and may change. Statements regarding our goals are not
guarantees or promises that they will be met. The inclusion of information in our Corporate Responsibility and Public Benefit Report should
not be construed as a characterization of the materiality or financial impact of that information with respect to us or for purposes of this
Proxy Statement or any of our SEC filings.
WEBSITE REFERENCES
Website references included throughout this Proxy Statement are provided for convenience. The contents on the referenced websites are
not incorporated herein and are not part of this Proxy Statement.
| 4 | United Therapeutics, a public benefit corporation |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.