CORT Corcept Therapeutics Inc - 8-K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, Corcept Therapeutics Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan (the “Amended 2024 Plan”) to increase the number of shares available thereunder by 8,000,000 shares and clarify certain other language in the plan. The Amended 2024 Plan was previously approved by the Board of Directors of the Company, subject to stockholder approval. The Amended 2024 Plan became effective on May 21, 2026 upon stockholder approval at the Annual Meeting and replaces the Corcept Therapeutics Incorporated 2024 Incentive Award Plan.

A description of the material terms of the Amended 2024 Plan was included in “Proposals to be Acted upon at the 2026 Annual Meeting - Proposal No. 4 - Approval of the Amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026, and which description and text are incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the Amended 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07. Submission of Matters to a Vote of Security Holders

On May 21, 2026, the Company held the Annual Meeting to consider and vote on the following proposals: 1) to elect eight directors to hold office until its 2027 annual meeting of stockholders and until their successors are duly elected and qualified , 2) to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026, 3) to approve, on an advisory basis, the compensation of the Company’s named executive officers, and 4) to approve the Amended 2024 Plan.

A total of 107,356,686 shares of the Company’s common stock held by stockholders of record at the close of business on April 9, 2026 were entitled to vote at the Annual Meeting. The total number of shares voted at the Annual Meeting was 93,270,175. The voting on the four matters is set forth below:

Proposal 1 - Election of Directors. The following directors were elected to serve until the Company’s 2027 annual meeting of stockholders.

Director

For

Withheld

Broker Non-Votes

Gregg Alton

67,977,943

9,316,514

15,975,718

G. Leonard Baker, Jr.

64,912,506

12,381,951

15,975,718

Joseph K. Belanoff, M.D.

76,965,512

328,945

15,975,718

David L. Mahoney

51,078,278

26,216,179

15,975,718

Joshua M. Murray

76,753,606

540,851

15,975,718

Kimberly Park

70,288,833

7,005,624

15,975,718

Daniel N. Swisher, Jr.

67,594,098

9,700,359

15,975,718

James N. Wilson

72,730,017

4,564,440

15,975,718

Proposal 2 - The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

For

92,656,473

Against

569,010

Abstain

44,692

Broker Non-Votes

—

Proposal 3 - The compensation of named executive officers was approved, on an advisory basis.

For

72,511,429

Against

4,560,385

Abstain

222,643

Broker Non-Votes

15,975,718

Proposal 4 - The amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan was approved.

For

53,163,364

Against

23,867,363

Abstain

263,730

Broker Non-Votes

15,975,718

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits No.

Description

10.1

Corcept Therapeutics Incorporated 2024 Incentive Award Plan ( as A mended ) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 1 7 , 202 6 ).

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