UNITED THERAPEUTICS Corp 8-K

What Happened

• United Therapeutics Corporation announced on January 21, 2026 that its Board increased to 13 members and appointed Kevin J. Tracey, M.D. as a director. Dr. Tracey was granted 1,220 restricted stock units under the company’s 2015 Stock Incentive Plan and will be paid per the standard non-employee director compensation program. He will not serve on a Board committee initially and entered the company’s standard director indemnification agreement effective January 21, 2026.
• On the same date the Board approved and made effective the Eleventh Amended and Restated Bylaws, which include changes to shareholder nomination procedures and voting thresholds for bylaw amendments.

Key Details

• Board size increased to 13 members; appointment effective January 21, 2026.
• Director compensation: 1,220 restricted stock units awarded to Dr. Tracey.
• Bylaw changes include: cure process for certain deficiencies in shareholder nomination notices (Sections 2.5 & 2.14); removal of language allowing the Board to require a vote larger than a majority for certain matters (Section 2.9); and lowering the vote required to amend the bylaws from 80% to a majority of outstanding voting power (Section 9.6).

Why It Matters

• Governance: The new director and the indemnification agreement affect Board composition and director protections; the RSU award and compensation are standard non-employee director pay disclosures relevant to governance and dilution considerations.
• Shareholder rights and corporate control: The bylaws changes make it easier for shareholders to cure nomination notice defects and reduce the supermajority threshold to amend bylaws (from 80% to a simple majority of voting power), which could lower the barrier for future bylaw changes.
• Investors should note these are governance and board-level developments (not financial results); they can affect oversight, shareholder engagement, and the company’s corporate governance framework.