Supernus Pharmaceuticals Announces 2024 Annual Meeting of Stockholders

TL;DR

<b>Supernus Pharmaceuticals will hold its 2024 Annual Meeting virtually on June 14, 2024, to vote on director elections, executive compensation, auditor ratification, and equity plan amendments.</b>

AI Summary

SUPERNUS PHARMACEUTICALS, INC. (SUPN) filed a Proxy Statement (DEF 14A) with the SEC on April 29, 2024. The 2024 Annual Meeting of Stockholders for Supernus Pharmaceuticals, Inc. will be held virtually on June 14, 2024, at 10:00 AM EDT. Stockholders will vote on the election of two directors for three-year terms. A non-binding vote will be held on the compensation of named executive officers. The appointment of KPMG LLP as the independent registered public accounting firm for fiscal year 2024 will be ratified. A proposal to amend the 2021 Equity Incentive Plan to increase share availability and make technical updates will be considered.

Why It Matters

For investors and stakeholders tracking SUPERNUS PHARMACEUTICALS, INC., this filing contains several important signals. This meeting is crucial for shareholders to exercise their voting rights on key governance matters, including director appointments and executive compensation. The proposed amendment to the equity incentive plan could impact future share dilution and employee compensation strategies.

Risk Assessment

Risk Level: low — SUPERNUS PHARMACEUTICALS, INC. shows low risk based on this filing. The filing is a routine proxy statement (DEF 14A) and does not contain new financial or operational disclosures that would indicate significant risk.

Analyst Insight

Stockholders should review the proposals regarding director elections, executive compensation, and equity plan amendments before the June 14, 2024 meeting.

Key Numbers

• 2 — Directors to be elected (To hold office for the ensuing three (3) years)
• 3 — Years (Term for elected directors)
• 2024 — Fiscal Year (Fiscal year for which KPMG LLP is appointed as independent auditor)

Key Players & Entities

• Supernus Pharmaceuticals, Inc. (company) — Registrant name
• KPMG LLP (company) — Independent registered public accounting firm
• June 14, 2024 (date) — Date of Annual Meeting
• 2021 Equity Incentive Plan (plan) — Plan to be amended

FAQ

Risk Factors

• Compliance with SEC Regulations [low — regulatory]: The company must comply with all SEC rules and regulations regarding proxy solicitations and annual meetings.
• Virtual Meeting Logistics [low — operational]: Ensuring a smooth and accessible virtual meeting experience for all stockholders is critical for participation and voting.
• Equity Incentive Plan Amendment [low — financial]: The proposed increase in shares available under the equity incentive plan could impact future share count and dilution.

Industry Context

Supernus Pharmaceuticals operates in the pharmaceutical sector, focusing on developing and commercializing treatments for central nervous system diseases.

Regulatory Implications

The company is subject to regulations from the Securities and Exchange Commission (SEC) regarding proxy solicitations and corporate governance.

What Investors Should Do

1. Review the biographies and qualifications of the director nominees.
2. Understand the details of the proposed amendments to the 2021 Equity Incentive Plan.
3. Evaluate the rationale behind the executive compensation as presented for the non-binding vote.

Key Dates

• 2024-06-14: Annual Meeting of Stockholders — Key date for voting on proposals

Glossary

DEF 14A

Definitive Proxy Statement filed with the SEC. (This filing provides details on matters to be voted on at the annual meeting.)

Named Executive Officers

The top executive personnel of the company whose compensation is disclosed in SEC filings. (Stockholders vote on their compensation.)

Independent Registered Public Accounting Firm

An external audit firm hired to provide an independent opinion on the company's financial statements. (The appointment of the auditor is subject to shareholder ratification.)

Year-Over-Year Comparison

This filing is a DEF 14A, which is a standard proxy statement for an annual meeting, and does not represent a change from previous filings of this type.

Key Financial Figures

• $2 billion — acquisition-related deals totaling over $2 billion across Biogen and Minovia and had direc
• $1 billion — accountability at Biogen for upwards of $1 billion in annual revenue across 30 countries s

Filing Documents

• tm242756d2_def14a.htm (DEF 14A) — 1185KB
• sg_jackakhattarnew1-bw.jpg (GRAPHIC) — 5KB
• bc_companytsr-4c.jpg (GRAPHIC) — 90KB
• bc_netincome-4c.jpg (GRAPHIC) — 66KB
• bc_productsales-4c.jpg (GRAPHIC) — 66KB
• px_24supernusproxy1pg1-4c.jpg (GRAPHIC) — 222KB
• px_24supernusproxy1pg2-4c.jpg (GRAPHIC) — 187KB
• 0001104659-24-054023.txt (&nbsp;) — 3423KB
• supn-20231231.xsd (EX-101.SCH) — 8KB
• supn-20231231_def.xml (EX-101.DEF) — 6KB
• supn-20231231_lab.xml (EX-101.LAB) — 26KB
• supn-20231231_pre.xml (EX-101.PRE) — 5KB
• tm242756d2_def14a_htm.xml (XML) — 139KB

From the Filing

tm242756-1_nonfiling - none - 10.9319865s UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE SECURITIES EXCHANGE ACT OF 1934 FILED BY THE REGISTRANT FILED BY A PARTY OTHER THAN THE REGISTRANT Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 SUPERNUS PHARMACEUTICALS, INC. (Name of the Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. SUPERNUS PHARMACEUTICALS, INC. 9715 Key West Avenue Rockville, MD 20850 (301) 838-2500 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS VIRTUAL MEETING ONLY TO BE HELD AT 10:00 A.M. EDT, ON JUNE 14, 2024 To the Stockholders of Supernus Pharmaceuticals, Inc.: NOTICE IS HEREBY GIVEN THAT the 2024 Annual Meeting of the Stockholders of Supernus Pharmaceuticals, Inc., a Delaware corporation (Supernus), will be held on Friday, June 14, 2024, at 10:00 A.M. Eastern Daylight Time. The meeting will be held virtually by means of a live webcast and you will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions prior to and during the meeting by visiting meetnow.global/M424FWX on the meeting date and at the time set forth above. There is no physical location for the Annual Meeting. Your attendance at the virtual Annual Meeting affords you the same rights and opportunities to participate as you would have at an in-person annual meeting. At the 2024 Annual Meeting of Stockholders, you will be asked to consider and vote upon the following matters: 1. to elect two (2) directors to hold office for the ensuing three (3) years and until their successors have been duly elected and qualified; 2. to approve, on a non-binding basis, the compensation paid to our named executive officers; 3. to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; 4. to consider and act upon a proposal to amend the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan to increase the number of shares available under the plan and make certain technical updates; and 5. to transact such other business as may properly come before the Annual Meeting or any adjournment or adjournments thereof. The Board of Directors has fixed the close of business on April 18, 2024, as the Record Date for the determination of holders of common stock of Supernus entitled to notice of, and to vote at, the Annual Meeting and any adjournment thereof. A list of stockholders of record entitled to vote at the Annual Meeting will be accessible on the virtual meeting website during the meeting for those attending the meeting, and for ten days prior to the meeting, at our corporate offices at 9715 Key West Avenue, Rockville, Maryland 20850. THE BOARD OF DIRECTORS IS SOLICITING PROXIES TO BE USED AT THE 2024 ANNUAL MEETING OF STOCKHOLDERS. ALL OF OUR STOCKHOLDERS ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING VIRTUALLY VIA WEBCAST. WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING, WE URGE YOU TO VOTE YOUR SHARES AT YOUR EARLIEST CONVENIENCE. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE ANNUAL MEETING. PROMPTLY VOTING YOUR SHARES VIA THE INTERNET OR TELEPHONE WILL SAVE US THE EXPENSE AND EXTRA WORK OF ADDITIONAL SOLICITATION. SUBMITTING YOUR PROXY IN ADVANCE WILL NOT AFFECT YOUR RIGHT TO VOTE AT THE ANNUAL MEETING IF YOU ATTEND VIRTUALLY VIA WEBCAST. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 14, 2024. THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS, PROXY STATEMENT AND 2023 ANNUAL REPORT TO STOCKHOLDERS ARE AVAILABLE AT: www.edocumentview.com/SUPN. BY ORDER OF THE BOARD OF DIRECTORS Jack A. Khattar, Secretary April 29, 2024 SUPERNUS PHARMACEUTICALS, INC. 9715 Key West Avenue Rockville, MD 20850 (301) 838-2500 DATED APRIL 29, 2024 PROXY STATEMENT This Proxy Statement is furnished with the attached Notice of Annual Meeting on or about April 29, 2024, to each stockholder of record of Supernus Pharmaceuticals, Inc. (Supernus or the Company) as of the close of business on April 18, 2024 (Record Date), in connection with the solicitation of proxies by the Board of Directors to be voted at the Annual Meeting of Stockholders (Annual Meeting) of the Company to be held virtually via a webcast on June 14, 2024, at 10:00 A.M. Eastern Daylight Time, and at any adjournment or adjournments thereof for the purposes stated belo