United Therapeutics Corporation | Right of Shareholders to Call Special Meetings at United Therapeutics Corporation

Status
Withdrawn
Previous AGM date
Resolution details
Company ticker
UHTR
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED: Shareholders of United Therapeutics Corp ("Company") request the Board of Directors initiate the steps necessary to amend the appropriate Company documents to allow shareholders owning a combined 10% of the Company's outstanding common stock (or the lowest percentage permitted under state law) the right to call a special shareholder meeting. The amended bylaws should specify the procedures, timing, and requirements for shareholders to call such a meeting.
Supporting statement
This proposal seeks to strengthen shareholder rights and enhance board accountability by giving shareholders a meaningful mechanism to convene a special shareholder meeting. As United Therapeutics navigates a complex and highly regulated biotechnology landscape focused on rare and life-threatening diseases, shareholders must be able to address urgent concerns between annual meetings if the Board proves unresponsive to issues that could materially affect long-term value. A substantial majority of large U.S. corporations provide shareholders with the right to call special meetings. As of mid-2025, approximately 76% of S&P 500 companies allow shareholders to call special meetings, subject to ownership thresholds and procedures.1 This reflects a clear market trend toward enhancing shareholder engagement and aligns governance practices with investor expectations. Major institutional investors ? including BlackRock, Vanguard, and State Street ? have voting guidelines shareholder rights to call special meetings. BlackRock's proxy voting guidelines explicitly state that "[s]hareholders should have the right to call a special meeting," recognizing that this right strengthens accountability. State Street's stewardship policies also emphasize "shareholder protection" and vote in support of governance enhancements that promote long-term economic value. Vanguard has also supported governance proposals related to shareholder rights in special meetings. Giving shareholders the ability to call special meetings ensures the Board remains attentive to investor concerns on performance, strategy, or governance. Without this right, shareholders are limited to waiting for the next annual meeting, even when urgent issues arise that could materially affect long-term value. This right also serves as a backstop to complacency, encouraging the Board and management to engage substantively with shareholders. A meaningful special-meeting mechanism complements other governance rights and enhances investor confidence in the company's oversight. According to "What Matters in Corporate Governance" by Lucien Bebchuk et al. of Harvard Law School, the inability of shareholders to call special meetings is one of six entrenchment mechanisms negatively associated with company performance.2 Unchecked entrenchment is particularly deleterious to the company's diversified shareholders, who have an interest in ensuring that our Company's board or management does not lead the company towards profiting from practices that threaten the macroeconomy and, by extension, their portfolio returns.3 With the widespread use of online and hybrid shareholder meetings, conducting special meetings is more practical and cost-effective than ever. There is no logistical barrier that justifies withholding this right from shareholders. Empowering shareholders to call special meetings aligns our Company with prevailing governance norms, supports stewardship policies, and strengthens board accountability. 1 https://www.gibsondunn.com/wp-content/uploads/2025/08/DC-Shareholder-Proposal- Developments-Proxy-Season-080625.pdf 2 https://www.jstor.org/stable/30226006 3 https://theshareholdercommons.com/theory/

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.