Esperion Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$ESPR
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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 29, 2025
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensation Arrangements of Certain Officers.
Esperion Therapeutics, Inc. (the “Company”) held its 2025 annual meeting of stockholders on May 29, 2025 (the “Annual Meeting”). As further described under Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (“Plan Amendment”) to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”), to increase the aggregate number of shares of the Company's common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the 2022 Plan by 6,250,000 shares.
A summary of the Plan Amendment is contained in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A on April 17, 2025 (the “Proxy Statement”) in connection with the Annual Meeting under the heading “Proposal Four - Approval of an Amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as Amended” and is incorporated herein by reference.
The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan and the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.
Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 29, 2025. As of the close of business on April 1, 2025, the record date for the Annual Meeting, there were 198,149,421 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The number of shares of Common Stock present in person or represented by proxy at the Annual Meeting was 136,468,661, thus establishing a quorum for the transaction of business at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class III director nominees, Jay P. Shepard and Seth H.Z. Fischer, to the Company's Board of Directors, each to hold office until the Company's 2028 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to approve the non-binding advisory resolution on the compensation of the Company’s named executive officers (“Proposal 2”), (iii) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025 (“Proposal 3”), and (iv) to approve an amendment to the 2022 Plan to increase the aggregate number of shares of Common Stock authorized for issuance under the 2022 Plan by 6,250,000 shares ("Proposal 4").
The Company’s stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class III directors as follows:
| Class III Director Nominee | For | Withhold | Broker Non-Votes | |||||||||||||||||
Jay P. Shepard | 75,821,767 | 23,071,427 | 37,575,467 | |||||||||||||||||
| Seth H.Z. Fischer | 83,336,719 | 15,556,475 | 37,575,467 | |||||||||||||||||
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 70,756,440 | 26,653,578 | 1,483,176 | 37,575,467 | |||||||||||||||||
The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 118,152,430 | 16,130,318 | 2,185,913 | — | |||||||||||||||||
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 75,390,791 | 22,685,588 | 816,815 | 37,575,467 | |||||||||||||||||
No other matters were submitted to or voted on by the Company’s stockholders at the Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
d) Exhibits.
| Exhibit No. | Description | |||||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||||||
SIGNATURES
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.
| Date: June 2, 2025 | Esperion Therapeutics, Inc. | |||||||
| By: | /s/ Sheldon L. Koenig | |||||||
| Sheldon L. Koenig | ||||||||
| President and Chief Executive Officer | ||||||||