United Therapeutics Corporation
Extract: Charter Amended/Restated (Plain English Desc) from a 8-K on 06/29/2020   Download
SEC Document
SEC Filing

As described in Item 5.07 below, at the 2020 Annual Meeting of Shareholders, the Company’s shareholders, upon the recommendation of the Board, approved amendments to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate”) in order to phase out the classification of the Board and to provide for the annual election of all directors, as described below. The amendments to the Certificate (the “Declassification Amendment”) became effective upon filing with the Office of the Secretary of State of the State of Delaware (the “Delaware Secretary of State”) on June 26, 2020. The Board also adopted and filed with the Delaware Secretary of State a certificate of elimination to eliminate from the Certificate all matters set forth in the certificate of designation with respect to the Company’s Series A Junior Participating Preferred Stock (the “Certificate of Elimination”). The Certificate of Elimination also became effective upon filing with the Delaware Secretary of State on June 26, 2020.

 

Article VII, Section (c) of the Certificate provided that the Board was divided into three classes of approximately equal size, composed of directors each serving terms of office of three years. The Declassification Amendment amends Section (c) to provide for the annual election of directors and adds a new Section (d) on removal of directors to Article VII. Specifically, the Declassification Amendment provides for the annual election of directors beginning at the 2021 annual meeting of shareholders, and the declassification of the Board will be phased in over a period of three years. Beginning with the 2023 annual meeting of shareholders, the declassification of the Board will be complete and all directors will be subject to annual election for one-year terms. Consistent with Delaware law, the Declassification Amendment also provides that directors elected annually may be removed either for or without cause. Directors elected for and serving out the remainder of a three-year term would continue to be removable only for cause. Removal of directors will be governed by the default standard under the Delaware General Corporation Law, which requires approval by a majority of the shares entitled to vote thereon.