Theravance Biopharma, Inc. filed a Form 8-K on September 18, 2026, reporting the voting results from its extraordinary general meeting held that same day, at which shareholders approved a merger agreement with Zymeworks Inc.

Key Highlights

  • Merger approved: Shareholders voted 40,993,370 for and 8,671 against the Merger Proposal, with 84,733 abstentions.
  • Supermajority threshold met: The Merger Proposal was approved by holders of more than two-thirds of outstanding ordinary shares, satisfying one closing condition under the Merger Agreement.
  • Record date shares outstanding: As of July 31, 2026, there were 51,918,754 ordinary shares outstanding and entitled to vote.
  • Quorum represented: A total of 41,086,774 ordinary shares, or 79.14% of shares entitled to vote, were represented at the meeting.
  • Advisory compensation proposal also approved: The non-binding Advisory Merger-Related Compensation Proposal received 40,587,829 votes for, 470,381 against, and 28,564 abstentions.
  • Merger expected to close on or about September 23, 2026, subject to satisfaction or waiver of all remaining closing conditions, according to the filing.

Theravance Biopharma Extraordinary General Meeting: Merger Vote Results and Next Steps

Theravance Biopharma, Inc. (NASDAQ:TBPH) held an extraordinary general meeting on September 18, 2026, to ask shareholders to vote on proposals related to the Agreement and Plan of Merger, dated as of June 28, 2026, by and among the Company, Zymeworks Inc. (identified in the filing as "Parent"), and Zymeworks Merger Sub 1, a wholly owned subsidiary of Parent. The filing disclosed that the Merger Agreement provides, among other things, that Merger Sub will merge with and into Theravance Biopharma, with Theravance Biopharma continuing as the surviving company and becoming a wholly owned subsidiary of Zymeworks Inc.

According to the filing, the Merger Proposal received 40,993,370 votes in favor, 8,671 votes against, and 84,733 abstentions. The company disclosed that this outcome satisfies one of the closing conditions under the Merger Agreement, as the proposal was approved by holders of more than two-thirds of ordinary shares. Each ordinary share carried one vote per proposal. The definitive proxy statement on Schedule 14A was first mailed to shareholders on or about August 21, 2026, the filing stated.

The Advisory Merger-Related Compensation Proposal, covering compensation that will or may become payable to named executive officers in connection with the Merger, was approved on a non-binding, advisory basis with 40,587,829 votes for and 470,381 against. The filing noted that because no proposals before the meeting were "routine" matters, there were no broker non-votes. The Adjournment Proposal was not put to a vote, as a quorum was present and sufficient votes existed to approve the Merger Proposal. The company stated the Merger is expected to be completed on or about September 23, 2026, subject to satisfaction or waiver of all remaining closing conditions. The filing includes forward-looking statements, which the company noted are subject to risks, uncertainties, and assumptions under applicable federal securities laws.

What Was Disclosed

Theravance Biopharma reported that its shareholders voted at a September 18, 2026 extraordinary general meeting to approve the merger with Zymeworks Inc., meeting the required supermajority threshold, with merger closing expected on or about September 23, 2026.