--- schema_version: "secwatch.filing_event.v1" accession: "0001628280-23-022276" form_type: "8-K" ticker: "ESPR" cik: "0001434868" company_name: "Esperion Therapeutics, Inc." filed_at: "2023-06-15T23:59:59+00:00" generated_at: "2026-06-14T00:01:14.729106+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # Esperion Therapeutics shareholders approve doubling authorized shares, stock plan amendment; director resigns ## Summary - 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. ## SEC filing metadata - accession: 0001628280-23-022276 - form_type: 8-K - ticker: ESPR - cik: 0001434868 - company_name: Esperion Therapeutics, Inc. - filed_at: 2023-06-15T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.02, 5.07, 5.03, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/espr-20230615.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001628280-23-022276 - JSON: https://secwatch.observer/filing/0001628280-23-022276.json - Plain text: https://secwatch.observer/filing/0001628280-23-022276.txt ## Key facts - Executive change Jeffrey Berkowitz resigned as Director at Esperion Therapeutics, Inc.. - Action: resigned - Role: Director source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Governance Changes 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 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Shareholder Votes 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 source text: 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 — evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm - Shareholder Votes 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 source text: 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 — evidence_url: https://www.sec.gov/Archives/edgar/data/1434868/000162828023022276/0001628280-23-022276-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.