8-K
filed June 15, 2023, 7:59 PM ET
ticker ESPR
CIK 0001434868
other material
confidence high
sentiment neutral
materiality 0.50
Esperion Therapeutics shareholders approve doubling authorized shares, stock plan amendment; director resigns
Esperion Therapeutics, Inc.
- Jeffrey Berkowitz resigned from Board effective June 15, 2023; no disagreement with company.
- Shareholders approved charter amendment to increase authorized common shares from 240M to 480M.
- Shareholders approved amendment to 2022 Stock Plan to add 6,250,000 shares to authorized issuance pool.
- Four Class I directors elected: J. Martin Carroll, Sheldon L. Koenig, Stephen Rocamboli, Tracy M. Woody.
- Tracy Woody appointed Chairperson of Compliance Committee, replacing Berkowitz.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jeffrey Berkowitz resigned as Director at Esperion Therapeutics, Inc..
- Action
- resigned
- Role
- Director
Exact text from the filing
On June 15, 2023, Jeffrey Berkowitz, J.D. notified the Board of Directors (the “Board”) of the Company of his decision to resign from the Board, effective immediately.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Esperion Therapeutics, Inc.: Increase in authorized shares of common stock from 240,000,000 to 480,000,000 (effective 2023-06-15).
- Change
- charter amendment
- Effective
- 2023-06-15
Exact text from the filing
On June 15, 2023, the Company filed a certificate of amendment to its amended and restated certificate of incorporation (the “Charter Amendment”) with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 240,000,000 to 480,000,000.
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Esperion Therapeutics, Inc. shareholders approved Advisory resolution on compensation of named executive officers at the 2023-06-15 meeting.
- Proposal
- say on pay
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The Company's stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 37,435,096 14,031,443 197,715 11,836,829
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Esperion Therapeutics, Inc. shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2023-06-15 meeting.
- Proposal
- auditor ratification
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The Company's stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 54,870,683 8,386,449 243,951 —
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Esperion Therapeutics, Inc. shareholders approved Amendment to 2022 Plan to increase authorized shares by 6,250,000 at the 2023-06-15 meeting.
- Proposal
- equity plan
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The Company's stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 38,591,807 12,933,792 138,655 11,836,829
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Esperion Therapeutics, Inc. shareholders approved Election of four Class I directors at the 2023-06-15 meeting.
- Proposal
- director election
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The Company's stockholders voted for Class I directors as follows: Class I Director Nominee For Withhold Broker Non-Votes J. Martin Carroll 43,083,881 8,580,373 11,836,829 Sheldon L. Koenig 39,779,430 11,884,824 11,836,829 Stephen Rocamboli 43,675,302 7,988,952 11,836,829 Tracy M. Woody 31,285,327 20,378,927 11,836,829
View on SEC.gov
Shareholder Votes
SEC 8-K Item 5.07
confidence 0.9
Esperion Therapeutics, Inc. shareholders approved Amendment to Charter to increase authorized shares of common stock from 240,000,000 to 480,000,000 at the 2023-06-15 meeting.
- Proposal
- charter amendment
- Outcome
- passed
- Meeting
- 2023-06-15
Exact text from the filing
The Company's stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows: For Against Abstain Broker Non-Votes 47,061,607 16,172,466 267,010 —
View on SEC.gov
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