United Therapeutics (UTHR) Proxy filing summary

Executive summary

• Annual meeting scheduled for June 26, 2026, with shareholders voting on director elections, executive compensation, a new stock incentive plan, and auditor ratification.

• 2025 saw 11% revenue growth, $1.3B net income, and $1.0B returned to shareholders via share repurchases.

• Major clinical milestones achieved in PAH and IPF studies, with new therapies advancing toward FDA approval.

• Continued innovation in organ manufacturing, including the first human clinical trial of a xeno-organ product.

Voting matters and shareholder proposals

• Shareholders to vote on the election of 12 directors, advisory approval of executive compensation, approval of the 2026 Stock Incentive Plan, and ratification of Ernst & Young LLP as auditor.

• Proxy access and shareholder proposal procedures detailed, with deadlines for 2027 submissions provided.

Board of directors and corporate governance

• Board reduced to 12 members, with a majority independent and diverse in skills and backgrounds.

• Lead Independent Director role established; annual board and committee evaluations conducted.

• Board refreshment ongoing, with recent additions and departures to enhance diversity and expertise.

• Overboarding policy limits directors to four public boards; all directors in compliance.

• Proxy access and majority voting standards in place; supermajority voting requirements removed.