Esperion Therapeutics Files 8-K: Director Changes & More

TL;DR

Esperion board shakeup, new exec pay plans filed.

AI Summary

Esperion Therapeutics, Inc. filed an 8-K on May 28, 2024, reporting on the departure of a director, election of a new director, and changes to compensatory arrangements. The filing also covers matters submitted to a vote of security holders and includes financial statements and exhibits. The earliest event reported was on May 23, 2024.

Why It Matters

Changes in board composition and executive compensation can signal shifts in company strategy or governance, impacting investor confidence and future performance.

Risk Assessment

Risk Level: medium — Changes in directorship and compensatory arrangements can indicate internal shifts that may affect company direction and financial performance.

Key Players & Entities

• Esperion Therapeutics, Inc. (company) — Registrant
• May 23, 2024 (date) — Earliest event reported
• May 28, 2024 (date) — Date of report
• Delaware (jurisdiction) — State of incorporation
• Ann Arbor, MI (location) — Principal executive offices

FAQ

Key Financial Figures

• $0.001 — ich registered Common Stock, par value $0.001 per share ESPR NASDAQ Stock Market LLC

Filing Documents

• espr-20240523.htm (8-K) — 47KB
• exhibit101.htm (EX-10.1) — 115KB
• exhibit102.htm (EX-10.2) — 49KB
• 0001628280-24-025418.txt ( ) — 372KB
• espr-20240523.xsd (EX-101.SCH) — 2KB
• espr-20240523_lab.xml (EX-101.LAB) — 22KB
• espr-20240523_pre.xml (EX-101.PRE) — 13KB
• espr-20240523_htm.xml (XML) — 3KB

07. Submission of Matters to a Vote of Security Holders

Item 5.07. Submission of Matters to a Vote of Security Holders. The Company held its Annual Meeting on May 23, 2024. As of March 26, 2024, the record date for the Annual Meeting, there were 189,400,567 outstanding shares of the Company's common stock. The Company's stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class II director nominees, Antonio M. Gotto Jr., M.D., D.Phil., and Nicole Vitullo, to the Company's Board of Directors, each to hold office until the Company's 2027 annual meeting of stockholders and until their 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, 2024 ("Proposal 3"), (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"), and (v) to approve an amendment to the ESPP to increase the aggregate number of shares of common stock reserved for future issuance under the ESPP by 6,175,000 shares ("Proposal 5"). The Company's stockholders approved the Class II director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for Class II directors as follows: Class II Director Nominee For Withhold Broker Non-Votes Antonio M. Gotto Jr., M.D., D.Phil. 87,858,914 7,863,580 44,073,687 Nicole Vitullo 90,961,988 4,760,506 44,073,687 The Company's stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 70,745,164 24,537,427 439,903 44,073,687 The Company's stockholders approved Proposal 3. The

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. d) Exhibits. Exhibit No. Description 10.1 The Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan and its Amendment s . 10.2 The Esperion Therapeutics, Inc. 2020 Employee Stock Purchase Plan and its Amendments. 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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: May 28, 2024 Esperion Therapeutics, Inc. By: /s/ Sheldon L. Koenig Sheldon L. Koenig President and Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR