2020 Proxy Statement 1 LEAD INDEPENDENT DIRECTOR’S LETTER
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2020 Notice of Annual Meeting of Shareholders and Proxy Statement About United Therapeutics LEAD INDEPENDENT United Therapeutics Corporation focuses on the strength of a balanced, value-creating DIRECTOR’S LETTER biotechnology model. We are confident in our future thanks to our fundamental attributes, namely our obsession with quality and innovation, the power of our brands, our To Our Shareholders, entrepreneurial culture and our bioinformatics leadership. We also believe that our United Therapeutics had another solid year in 2019. Our significant revenue streams and determination to be responsible citizens — having a positive impact on patients, the conservative annual budgeting algorithm generated substantial free cash flow that contributed to our extremely healthy financial condition, including $1.4 billion in net cash, environment and society — will sustain our success in the long term. cash equivalents and marketable securities as of December 31, 2019 (net of indebtedness). This fortress balance sheet places our company in a very strong position to weather successfully the COVID-19 pandemic. Many expected that 2019 would mark a significant downturn in the face of new generic Our Strategic Objectives competition for two of our lead therapies, Adcirca® and Remodulin®. However, although we • Develop the best medicines possible from our intellectual property saw Adcirca revenues decline as expected, revenues for our other therapies grew by 3% in • Conduct the most insightful clinical trials of our medicines the aggregate in 2019 compared to 2018, largely fueled by continued growth in our existing treprostinil franchise that includes oral, inhaled and infused therapies approved to treat a • Achieve superior communication and awareness of our products among physicians rare disease called pulmonary arterial hypertension (PAH). In fact, to the surprise of some, • Grow our business to be in the top quintile of our peers but not to us, Remodulin reached its highest number of new patient starts in ten years • Achieve our goals by doing the right thing and using the highest ethical standards during 2019, a period that included nine months of generic competition. We are also anticipating revenue growth driven by several significant recent developments, including the launch of an expanded Orenitram® label, the approval of the Remunity™ subcutaneous pump for Remodulin, and the successful results of our pivotal INCREASE study of Tyvaso® We continue to maintain AWARDS AND in a new indication for which there are no approved treatment options. Finally, we are strong relationships with our Our Commitment to Corporate Social anticipating several exciting clinical trial readouts and potential product launches over the shareholders as part of our Responsibility RECOGNITION near term that we expect will drive substantial additional revenue growth, profitability and enhanced stock price performance in the future. Our Board remains confident that the corporate governance power of our research and development teams will keep our company at the forefront of commitment. PATIENT-CENTRIC APPROACH Fortune’s 2019 Great improving the lives of patients with pulmonary hypertension and other rare diseases for Places to Work years to come. We are also confident in the ability of our commercial teams to The parents of a child with pulmonary arterial hypertension (PAH) founded communicate the benefits of our therapies so that all appropriate patients can benefit from United Therapeutics, so we take our commitment to patients very them. personally. Through our patient support and assistance programs, and our relentless pursuit of life-changing therapies, medical devices and WE’RE EXECUTING OUR BUSINESS STRATEGY technologies, we are striving to improve the lives of patients with PAH and United Therapeutics was founded in 1996 to address the acute shortage of options for other life-threatening diseases. patients suffering from PAH, following the PAH diagnosis for the daughter of our Founder, Chairman and Chief Executive Officer, Martine Rothblatt. We currently market and sell four therapies for this terrible disease, and one drug for a rare pediatric cancer. Our revenues from these medicines in 2019 added up to approximately $1.45 billion. Three of these ENVIRONMENTAL STEWARDSHIP The Washington Post’s drugs, Remodulin, Tyvaso, and Orenitram, contain the active ingredient treprostinil, and we 2019 Top Places To Work saw revenue growth in 2019 for these three therapies, combined, despite the onset of Our work doesn’t stop with addressing unmet medical needs. We seek to generic competition for Remodulin in March 2019. We plan to continue to grow revenue operate in a way that is environmentally sustainable, as we believe that from our treprostinil-based therapies through label expansions, new indications, new reducing the community’s carbon footprint benefits us all. Through our formulations, and the introduction of new delivery devices. We are also working on a focus on constructing site net zero buildings, we are taking a leadership role number of entirely new therapies to treat PAH and other rare diseases that we hope to in driving the use of sustainable technologies forward. launch over the next several years. Longer-term, we have set the ambitious goal of solving the acute national shortage of transplantable organs through our innovative organ manufacturing programs. WE’RE ENGAGING WITH OUR SHAREHOLDERS Women in Technology’s OUR PEOPLE We continue to maintain strong relationships with our shareholders as part of our 2019 Corporate corporate governance commitment. In 2019, members of our Board of Directors continued We are proud of our Unitherian employees, and ever grateful to them. Board Award dialogue with our shareholders on many issues, including our capital allocation priorities, Without their hard work and ingenuity, none of our successes would be governance practices, Board composition, and our sustainability efforts. In 2019, members possible, and our goals would not be achievable. We believe in work-life of our Board of Directors invited discussions with our 25 largest shareholders in the spring integration and personal development, and that has led us to adopt a and in the fall, who collectively hold about 70% of our outstanding shares. We plan to company-wide minimum living wage, on-site subsidized day care, and a continue these conversations into 2020. These conversations gave us deeper insight into number of health and wellness programs. our shareholders’ perspectives and helped inform our Board’s decisions on strategy, governance, and sustainability. About United Therapeutics LEAD INDEPENDENT United Therapeutics Corporation focuses on the strength of a balanced, value-creating DIRECTOR’S LETTER biotechnology model. We are confident in our future thanks to our fundamental attributes, namely our obsession with quality and innovation, the power of our brands, our To Our Shareholders, entrepreneurial culture and our bioinformatics leadership. We also believe that our United Therapeutics had another solid year in 2019. Our significant revenue streams and determination to be responsible citizens — having a positive impact on patients, the conservative annual budgeting algorithm generated substantial free cash flow that contributed to our extremely healthy financial condition, including $1.4 billion in net cash, environment and society — will sustain our success in the long term. cash equivalents and marketable securities as of December 31, 2019 (net of indebtedness). This fortress balance sheet places our company in a very strong position to weather successfully the COVID-19 pandemic. Many expected that 2019 would mark a significant downturn in the face of new generic Our Strategic Objectives competition for two of our lead therapies, Adcirca® and Remodulin®. However, although we • Develop the best medicines possible from our intellectual property saw Adcirca revenues decline as expected, revenues for our other therapies grew by 3% in • Conduct the most insightful clinical trials of our medicines the aggregate in 2019 compared to 2018, largely fueled by continued growth in our existing treprostinil franchise that includes oral, inhaled and infused therapies approved to treat a • Achieve superior communication and awareness of our products among physicians rare disease called pulmonary arterial hypertension (PAH). In fact, to the surprise of some, • Grow our business to be in the top quintile of our peers but not to us, Remodulin reached its highest number of new patient starts in ten years • Achieve our goals by doing the right thing and using the highest ethical standards during 2019, a period that included nine months of generic competition. We are also anticipating revenue growth driven by several significant recent developments, including the launch of an expanded Orenitram® label, the approval of the Remunity™ subcutaneous pump for Remodulin, and the successful results of our pivotal INCREASE study of Tyvaso® We continue to maintain AWARDS AND in a new indication for which there are no approved treatment options. Finally, we are strong relationships with our Our Commitment to Corporate Social anticipating several exciting clinical trial readouts and potential product launches over the shareholders as part of our Responsibility RECOGNITION near term that we expect will drive substantial additional revenue growth, profitability and enhanced stock price performance in the future. Our Board remains confident that the corporate governance power