8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549

FORM 8-K

Current Report Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event Reported): May 19, 2025

THERAVANCE

BIOPHARMA, INC.

(Exact Name of Registrant as Specified in its Charter)

Cayman Islands	001-36033	98-1226628
(State<br> or Other Jurisdiction of	(Commission<br> File Number)	(I.R.S.<br> Employer Identification
Incorporation)		Number)

C/O

Theravance Biopharma US, LLC

901

Gateway Boulevard

South

San Francisco, CA 94080

(650

)

808-6000

(Addresses, including zip code, and telephone numbers, including area code, of principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br> Symbol(s)	Name of each exchange<br><br> on which registered
Ordinary<br> Share $0.00001 Par Value	TBPH	NASDAQ<br> Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company    ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.07. Submission of Matters to a Vote of Security Holders.

The 2025 Annual General Meeting of Shareholders (the “Annual Meeting”) of Theravance Biopharma, Inc. (the “Company”) was held on May 19, 2025. Shareholders holding 45,746,079 shares of capital stock, representing 91.5% of the total number of shares outstanding and entitled to vote at the Annual Meeting, were present in person or by proxy at the Annual Meeting, which constituted a quorum to conduct business.

The matters voted on at the Annual Meeting are summarized below, and the votes cast with respect to each such matter are set forth below. These matters are described in more detail in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 10, 2025.

ProposalOne – Based on the following results of voting, the nominees listed below were elected Class II directors to serve as members of the Board until the Company’s Annual General Meeting held in 2026 and until their successors are duly elected and qualified:

Nominees	For		Against		Abstain		Broker Non-<br><br>Votes
Rick E Winningham		28,586,164		1,965,694		9,513,702		5,680,519
Jeremy T. Grant		39,915,281		145,969		4,310		5,680,519
Susannah Gray		39,943,074		110,833		11,653		5,680,519
Donal O’Connor		39,871,814		180,335		13,411		5,680,519

ProposalTwo – Based on the following results of voting, the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 was ratified:

	For		Against		Abstain		Broker Non-<br><br>Votes
Number of Shares Voted		45,165,816		578,070		2,193		N/A

ProposalThree – Based on the following results of voting, a non-binding advisory resolution regarding the compensation of the Company’s named executive officers was approved:

	For		Against		Abstain		Broker Non-<br><br>Votes
Number of Shares Voted		30,154,992		374,257		9,536,311		5,680,519

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	THERAVANCE BIOPHARMA, INC.
Date: May 20, 2025	By:	/s/ Brett Grimaud
		Brett Grimaud
		General Counsel