--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-019588" form_type: "8-K" ticker: "CORT" cik: "0001088856" company_name: "CORCEPT THERAPEUTICS INC" filed_at: "2023-05-24T23:59:59+00:00" generated_at: "2026-06-14T15:38:18.363420+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.25 calibrated_materiality_score: 0.25 confidence: "high" source: SEC EDGAR --- # Corcept Therapeutics stockholders approve officer exculpation charter amendment at annual meeting ## Summary - Stockholders approved amendment to certificate of incorporation to allow officer exculpation under Delaware law. - All nine management director nominees were elected to serve until 2024 annual meeting. - Ratified Ernst & Young as independent registered public accounting firm for fiscal year 2023. - Advisory vote on executive compensation approved; board will hold annual say-on-pay votes through at least 2029. ## SEC filing metadata - accession: 0001628280-23-019588 - form_type: 8-K - ticker: CORT - cik: 0001088856 - company_name: CORCEPT THERAPEUTICS INC - filed_at: 2023-05-24T23:59:59+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.25 - calibrated_materiality_score: 0.25 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/cort-20230519.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-019588 - JSON: https://secwatch.observer/filing/0001628280-23-019588.json - Plain text: https://secwatch.observer/filing/0001628280-23-019588.txt ## Key facts - Governance Changes CORCEPT THERAPEUTICS INC: Amendment and restatement of the Amended and Restated Certificate of Incorporation to allow officer exculpation under Delaware law (effective 2023-05-22). - Change: charter amendment - Effective: 2023-05-22 source text: At the 2023 annual meeting of stockholders of Corcept Therapeutics Incorporated (the “Company”) held on May 19, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “ Restated Certificate of Incorporation”) to reflect Delaware law provisions allowing officer exculpation. evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - Shareholder Votes CORCEPT THERAPEUTICS INC shareholders approved Election of nine directors to hold office until the 2024 annual meeting of stockholders at the 2023-05-19 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-19 source text: Proposal 1 — Election of Directors. The following directors were elected to serve until the Company's 2024 annual meeting of stockholders. Director For Withheld Broker Non-Votes Gregg Alton 68,542,369 2,239,025 19,213,069 G. Leonard Baker, Jr. 66,577,355 4,204,039 19,213,069 Joseph K. Belanoff, M.D. 70,198,149 583,245 19,213,069 Gillian M. Cannon, Ph.D. 68,240,572 2,540,822 19,213,069 David L. Mahoney 68,932,261 1,849,133 19,213,069 Joshua M. Murray 70,337,272 444,122 19,213,069 Kimberly Park 63,533,589 7,247,805 19,213,069 Daniel N. Swisher, Jr. 67,206,994 3,574,400 19,213,069 James N. Wilson 66,198,888 4,582,506 19,213,069 evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - Shareholder Votes CORCEPT THERAPEUTICS INC shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023 at the 2023-05-19 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-19 source text: Proposal 2 — The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified. For 88,986,042 Against 923,595 Abstain 84,826 Broker Non-Votes evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - Shareholder Votes CORCEPT THERAPEUTICS INC shareholders approved Approval of the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation at the 2023-05-19 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-19 source text: Proposal 5 — The amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation was approved. For 62,951,214 Against 7,616,002 Abstain 214,178 Broker Non-Votes 19,213,069 evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - Shareholder Votes CORCEPT THERAPEUTICS INC shareholders approved Advisory vote to approve the compensation of the Company's named executive officers at the 2023-05-19 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-19 source text: Proposal 3 — Advisory vote to approve the compensation of named executive officers. For 69,095,025 Against 1,450,799 Abstain 235,570 Broker Non-Votes 19,213,069 evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm - Shareholder Votes CORCEPT THERAPEUTICS INC shareholders approved Advisory vote on the frequency of the vote on compensation of named executive officers at the 2023-05-19 meeting. - Proposal: say on pay frequency - Outcome: passed - Meeting: 2023-05-19 source text: Proposal 4 — Advisory vote on the frequency of the vote on compensation of named executive officers. 3 years 28,623,378 2 years 127,477 1 year 41,624,266 Abstain 406,273 Broker Non-Votes 19,213,069 evidence_url: https://www.sec.gov/Archives/edgar/data/1088856/000162828023019588/0001628280-23-019588-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.