Theravance Biopharma, Inc.
For the period ended Jun 12, 2026. Filed Apr 28, 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 12, 2026 · Filed Apr 28, 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. )
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Filed by a Party other than the Registrant ☐
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Section § 240.14a-12
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Payment of Filing Fee (Check all boxes that apply):
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Fee paid previously with preliminary materials
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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
To the shareholders of Theravance Biopharma, Inc.:
The 2026 Annual General Meeting of Theravance Biopharma, Inc. (the “Annual Meeting”) will be held on June 12, 2026 at 5:00 pm Irish Time, at The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland.
Details regarding admission to the Annual Meeting and the business to be conducted are described in the accompanying proxy materials. Also included is a copy of our 2025 Annual Report on Form 10-K. We encourage you to read this information carefully.
Your vote is important. Whether or not you plan to attend the Annual Meeting, please date, sign, and return your proxy card in the enclosed envelope or vote via telephone or the Internet according to the instructions in the accompanying proxy materials, as soon as possible to ensure that your shares will be represented and voted at the Annual Meeting. Voting by proxy does not preclude you from voting in person if you choose to attend the Annual Meeting.
Thank you for your ongoing support of Theravance Biopharma.
Very truly yours,
/s/ Rick E Winningham
Rick E Winningham
Chief Executive Officer and Director c/o Theravance Biopharma US, LLC
901 Gateway Boulevard
South San Francisco, CA 94080
NOTICE OF 2026 ANNUAL GENERAL MEETING
| | Time and Date: | | | June 12, 2026 at 5:00 pm Irish Time | |
|---|---|---|---|---|---|
| | Place: | | | The Merrion Hotel, Upper Merrion St., Dublin 2, Ireland | |
| | Items of Business: | | | (1) To elect the following six directors to serve as members of the board of directors until the annual general meeting held in 2027 and until their successors are duly elected and qualified: Laurie Smaldone Alsup, Susannah Gray, Dean J. Mitchell, Donal O’Connor, Deepika R. Pakianathan, and Rick E Winningham. | |
| | | | | (2) To ratify the appointment of Ernst & Young LLP as Theravance Biopharma, Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026. | |
| | | | | (3) To vote on a non-binding advisory resolution regarding the compensation of our named executive officers. | |
| | | | | (4) To transact such other business as may properly come before the annual general meeting or any adjournment thereof. | |
| | | | | These items of business are more fully described in the proxy statement accompanying this notice. | |
| | Adjournments: | | | Any action on the items of business described above may be considered at the annual general meeting at the time and on the date specified above or at any time and date to which the annual general meeting may be properly adjourned. | |
| | Record Date: | | | You are entitled to vote if you were a shareholder of record as of the close of business on April 13, 2026. | |
| | Voting: | | | Your vote is very important. We encourage you to read the proxy statement and vote on the Internet or by telephone or submit your proxy card as soon as possible. For specific instructions on how to vote your shares, please refer to the section entitled “Questions and Answers About Procedural Matters.” | |
If you have any questions about submitting your proxy or require assistance, please visit our website at www.theravance.com or contact our investor relations department at (650) 808-4045.
All shareholders are invited to attend the annual general meeting; however, even if you plan to attend in person, we urge you to complete, sign and return the enclosed proxy card, or vote via telephone or on the Internet as instructed in these materials.
By order of the board of directors,
/s/ Brett Grimaud
Brett Grimaud
Senior Vice President, General Counsel and Secretary
You are invited to attend the annual general meeting in person. Whether or not you expect to attend the annual general meeting, please complete, date, sign and return the enclosed proxy card, or vote via telephone or the Internet as instructed in these materials, as promptly as possible to ensure your representation at the annual general meeting. A return envelope (which is postage prepaid if mailed in the U.S.) is enclosed for your convenience. Even if you have voted by proxy, you may still vote in person if you attend the annual general meeting. Please note, however, that if your shares are held of record by a broker, bank or other agent and you wish to vote at the annual general meeting, you must provide a valid, legal proxy issued in your name from that record holder.
Important Notice Regarding the Availability of Proxy Materials for the
Annual General Meeting to be held on Friday, June 12, 2026:
The proxy statement and annual report are available at http://investor.theravance.com/proxy
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.