---
schema_version: "secwatch.filing_event.v1"
accession: "0000950170-23-030725"
form_type: "8-K"
ticker: "TRVI"
cik: "0001563880"
company_name: "Trevi Therapeutics, Inc."
filed_at: "2023-06-29T23:59:59+00:00"
generated_at: "2026-06-13T14:52:40.569555+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Stockholders approve certificate amendment to extend exculpation to senior officers

## Summary
- Amendment to restated certificate of incorporation approved to include certain senior corporate officers in director exculpation provision.
- James Cassella and Michael Heffernan elected as Class I directors for terms expiring at 2026 annual meeting.
- Ernst & Young LLP ratified as independent registered public accounting firm for fiscal year ending December 31, 2023.
- Amendment effective June 28, 2023 upon filing with Delaware Secretary of State.
- Vote results: amendment 37.4M for, 35k against; auditor ratification 44.6M for, 8.7k against.

## SEC filing metadata
- accession: 0000950170-23-030725
- form_type: 8-K
- ticker: TRVI
- cik: 0001563880
- company_name: Trevi Therapeutics, Inc.
- filed_at: 2023-06-29T23:59:59+00:00
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.03, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/0000950170-23-030725-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/trvi-20230628.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000950170-23-030725
- JSON: https://secwatch.observer/filing/0000950170-23-030725.json
- Plain text: https://secwatch.observer/filing/0000950170-23-030725.txt

## Key facts
- Governance Changes
  Trevi Therapeutics, Inc.: Amended certificate of incorporation to update director exculpation provision to include certain senior corporate officers (effective 2023-06-28).
  - Change: charter amendment
  - Effective: 2023-06-28
  source text: On June 28, 2023, Trevi Therapeutics, Inc., a Delaware corporation (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved an amendment (the “Amendment”) to the Company’s restated certificate of incorporation (“Certificate of Incorporation”) to update the existing director exculpation provision to include certain of the Company’s senior corporate officers. The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Restated Certificate of Incorporation with the Secretary of State of the State of Delaware on June 28, 2023 (the “Certificate of Amendment”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/0000950170-23-030725-index.htm
- Shareholder Votes
  Trevi Therapeutics, Inc. shareholders approved Election of Class I directors.
  - Proposal: director election
  - Outcome: passed
  source text: 1. The following nominees were elected to the Board of Directors of the Company as Class I directors for terms expiring at the 2026 annual meeting of stockholders. For Withheld Broker Non-Votes James Cassella, Ph.D. 31,870,641 5,581,669 7,125,050 Michael Heffernan 37,302,433 149,877 7,125,050
  evidence_url: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/0000950170-23-030725-index.htm
- Shareholder Votes
  Trevi Therapeutics, Inc. shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm at the 2023-12-31 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2023-12-31
  source text: 3. The appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2023 was ratified. For: 44,552,048 Against: 8,732 Abstain: 16,580
  evidence_url: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/0000950170-23-030725-index.htm
- Shareholder Votes
  Trevi Therapeutics, Inc. shareholders approved Approval of Certificate of Amendment.
  - Proposal: charter amendment
  - Outcome: passed
  source text: 2. The Certificate of Amendment was approved. For: 37,404,705 Against: 35,316 Abstain: 12,289 Broker Non-Votes: 7,125,050
  evidence_url: https://www.sec.gov/Archives/edgar/data/1563880/000095017023030725/0000950170-23-030725-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.