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Theravance, Inc. (NASDAQ:THRX)

2014 Annual Shareholder Meeting Conference Call

May 22, 2014 04:00 PM ET

Executives

Rick Winningham - Chairman and CEO

Brad Shafer - SVP, General Counsel and Secretary

Heather Shane - VP & Assistant General Counsel

Brett Grimaud - Senior Director & Senior Corporate Counsel

Analysts

Rick Winningham

[Call Starts Abruptly] our Vice President and Associate General Counsel and Brett Grimaud our Senior Corporate Counsel and the Board of Directors has appointed Brett to serve as the Inspector of Elections, and he will tabulate the voting results.

I will now take us through the formal business of this meeting. We’ve adapted the agenda for our meeting this afternoon along with rules for the conduct of the meeting. If you did not receive the copies of the agenda and the rules as you entered the meeting, they are available at the entrance. In accordance with the agenda, we will proceed as follows: First, I will conduct the official business of the 2014 annual meeting, and during this portion of the meeting, all discussions will be limited to the official business at hand; we will follow the order of business listed in the proxy statement and the actual vote on each item will be deferred until all the matters to be acted upon have been discussed. At the conclusion of the official business, I will then open the meeting for a question-and-answer session for the persons present in this room. We will not be taking questions from those who are listening to the meeting remotely. Questions will be repeated before they are answered, and please hold any general questions you may have concerning the company’s operations until that time.

We have an affidavit from the company’s transfer agent certifying that commencing on April 22, 2014, each stockholder of record was mailed an official notice of this meeting together with a proxy statement, proxy card, and annual report. A list of the shareholders entitled to vote at this meeting has been available at the company headquarters for the past 10 days, and may be inspected at this meeting by any stockholder entitled to vote. According to the reports of the transfer agent for our common stock, 107,166,622 shares or 95.21% of the total number of shares entitled to vote at this meeting are represented by proxies held by me. Therefore, a quorum is present, and that this meeting may now proceed with its business.

We will consider the three business items presented in the proxy statement; the participation and the discussion of these matters is limited to stockholders of record and their proxies. The first matter to be voted upon is the election of eight nominees to the Board of Directors. Dr. Arnold Levine, one of the directors had previously informed the company that he would not stand for re-election at the annual meeting and we wish to thank Dr. Levine for his many years of passionate service as a Director. To put in nomination, the names of the slated directors listed in the proxy statement, I recognize Brad Shafer.

Brad Shafer

Thank you. I hereby nominate the following persons to be elected as Directors to serve until the 2015 annual meeting; Rick E. Winningham, Henrietta H. Fore, Robert V. Gunderson, Jr., Burton G. Malkiel, Peter S. Ringrose, William H. Waltrip, George M. Whitesides, and William D. Young.

Rick Winningham

May I have a second of these nominations?

Heather Shane

I second these nominations.

Rick Winningham

Ms. Shane, thank you. Ms. Shane has seconded the nominations, and since there are no other nominations -- since no other nominations were received in a timely manner, the nominations are closed. Is there any discussion regarding the nominees to the Board of Directors?

The next order of business concerns the advisory vote on executive compensation. This advisory vote is commonly referred to as the say on pay vote, and it’s not binding on our compensation committee or Board of Directors. However, our Board of Directors and our compensation committee value the opinions of our stockholders and will consider the voting results when evaluating our executive compensation programs. On behalf of the Board of Directors, I move that the advisory resolution approving the compensation of the company’s named executive officers be approved. May I have a second to that motion?

Heather Shane

I second the motion.

Rick Winningham

Ms. Shane has seconded the motion. Is there any discussion on the proposal?

The last order of business concerns the proposal to ratify the selection of the company’s independent registered public accounting firm. The audit committee of the Board of Directors has selected Ernst & Young, LLP, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2014. On behalf of the Board of Directors, I move that this proposal be ratified. May I have a second to that motion?

Heather Shane

I second the motion.

Rick Winningham

Ms. Shane has seconded the motion. Is there any discussion on the proposal?

Since no other proposals for business to be transacted at this meeting were received in a timely manner, the polls are now open for voting on each of the previously discussed items. If you have not submitted your proxy and wish to vote in person or if you would like to change your vote, please raise your hand so that we may provide you with the ballot. Since no one wishes to vote by ballot and the holders of the management proxies have delivered their ballot to the Inspector of Elections, I now declare the polls closed and ask the Inspector of Elections, Mr. Grimaud to provide his preliminary report.

Brett Grimaud

Thank you. All eight nominees to the Board of Directors were elected. The advisory resolution relating to the compensation of the Company’s named executive officers as described in the proxy statement for this meeting was approved, and the ratification of the audit committee selection of Ernst & Young as the Company's independent registered public accounting firm for 2014 was also approved.

Rick Winningham

Thank you. That concludes the business portion of the meeting. Before proceeding to any questions or comments from stockholders, I wish to remind our stockholders that on June 2, 2014, the Company will complete the spin-off of Theravance Biopharma, our drug discovery and development business via a pro-rata dividend to the ordinary shares of Theravance Biopharma to our stockholders. This important transaction is described in detail in the information statement mailed to stockholders this week. I encourage you to read the information statement to help you understand why we have decided to separate the company’s two distinct businesses and how they will operate in the future. Of particular note and as described in the proxy statement for this annual meeting, all of the Directors elected today except for myself and William Waltrip intend to resign from the Board of Directors in connection with the spin-off and remain only as Directors of Theravance Biopharma, the new independent company.

As previously announced and contingent upon the effectiveness of the spin-off, Catherine Friedman, Paul Pepe and James L. Tyree will become new members of the Board of Directors of the Company and will serve until the 2015 annual meeting. These contingent appointments were based upon the recommendation and approval of the Company’s nominating and governance committee.

Question-and-Answer Session

At this time, we would like to entertain any questions or comments from our stockholders or their proxies. If you wish to ask a question or make a comment, please stand and wait to be recognized, identify yourself by name, organization and as a stockholder or proxyholder. If you are not a stockholder or a proxyholder, please wait until after this meeting is closed for an opportunity to ask questions or make comments. Please limit your question or comment to one minute.

It appears that we have no questions or comments, so I would like to thank you all for coming, and this concludes our 2014 annual meeting of our stockholders and officers and directors. Officers and directors will remain to answer questions. Thank you very much.

Operator

Ladies and gentlemen on the lines thank you for participating in today’s conference. This does conclude today’s program. You may all disconnect. Have a great day everyone.

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