ESPR Esperion Therapeutics, Inc. - 8-K

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 2026 annual meeting of stockholders on May 28, 2026 (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 7,000,000 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 16, 2026 (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 28, 2026. As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 257,404,876 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 177,208,856, 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 I director nominees, J. Martin Carroll and Sheldon L. Koenig, to the Company's Board of Directors, each to hold office until the Company's 2029 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, 2026 (“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 7,000,000 shares ("Proposal 4").

The Company’s stockholders approved the Class I director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company’s stockholders voted for Class I directors as follows:

Class I Director Nominee

For

Withhold

Broker Non-Votes

J. Martin Carroll

105,082,565

26,011,489

46,114,802

Sheldon L. Koenig

109,672,941

21,421,113

46,114,802

The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

95,650,226

34,866,033

577,795

46,114,802

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

167,083,447

8,765,273

1,360,136

—

The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:

For

Against

Abstain

Broker Non-Votes

108,150,213

22,489,001

454,840

46,114,802

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

10.1

Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan and its Amendments.

104

Cover Page Interactive Data File (embedded within the Inline XBRL Document).