Current Report Filing (8-k)
May 29 2020 - 4:34PM
Edgar (US Regulatory)
0001434868
false
0001434868
2020-05-27
2020-05-28
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
May 28, 2020
Esperion Therapeutics, Inc.
(Exact name of registrant as specified in
its charter)
Delaware
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001-35986
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26-1870780
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(State or other jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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3891 Ranchero Drive, Suite 150
Ann Arbor, MI
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48108
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including
area code: (734) 887-3903
Not Applicable
Former name or former address, if changed
since last report
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of
the Act:
Title of each class
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Trading Symbol
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Name of each exchange on which registered
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Common Stock, par value $0.001 per share
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ESPR
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NASDAQ Stock Market LLC
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging
growth company ¨
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with
any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Item 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As
described below under Item 5.07 of this Current Report on Form 8-K, at the annual meeting of the stockholders of Esperion Therapeutics,
Inc. (the “Company”) held on May 28, 2020 (the “Annual Meeting”), the Company’s stockholders approved
the 2020 Employee Stock Purchase Plan (the “ESPP”). The ESPP had previously been approved by the Company’s Board
of Directors, subject to stockholder approval.
A
detailed description of the terms of the ESPP is contained in the Company’s Definitive Proxy Statement on Schedule 14A filed
with the Securities and Exchange Commission on April 16, 2020 for the Annual Meeting under the caption “Approval of 2020
Employee Stock Purchase Plan,” and is incorporated herein by reference. This description is qualified in its entirety by
the terms and conditions of the ESPP, a copy of which is filed as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of
Security Holders.
The Company held its Annual Meeting on
May 28, 2020. As of March 31, 2020, the record date for the Annual Meeting, there were 27,548,133 outstanding shares
of the Company’s common stock. The Company’s stockholders voted on the following matters, which are described in detail
in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission (“SEC”) on
April 16, 2020: (i) to elect Daniel Janney, Tim M. Mayleben, Mark E. McGovern, M.D., FACC, FACP, and Tracy M. Woody as
Class I directors of the Company to each serve for a three-year term expiring at the Company’s annual meeting of stockholders
in 2023 and until their successors have been elected and qualified (“Proposal 1”), (ii) to approve the 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, 2020 (“Proposal 3”), and (iv) to approve the 2020 Employee Stock Purchase Plan (“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
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For
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Withhold
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Broker Non-Votes
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Daniel Janney*
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15,776,372
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123,484
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4,138,967
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Tim M. Mayleben
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15,755,073
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144,783
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4,138,967
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Mark E. McGovern, M.D., FACC, FACP
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15,750,618
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149,238
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4,138,967
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Tracy M. Woody
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15,756,363
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143,493
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4,138,967
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* Immediately following the closing of the Annual Meeting, Daniel
Janney switched to Class III.
The Company’s stockholders approved
Proposal 2. The votes cast at the Annual Meeting were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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15,375,523
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476,001
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48,332
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4,138,967
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The Company’s stockholders approved
Proposal 3. The votes cast at the Annual Meeting were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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19,819,238
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154,695
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64,890
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0
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The Company’s stockholders
approved Proposal 4. The votes cast at the Annual Meeting were as follows:
For
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Against
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Abstain
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Broker Non-Votes
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15,730,287
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109,242
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60,327
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4,138,967
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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.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Date: May 29, 2020
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Esperion Therapeutics, Inc.
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By:
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/s/ Tim M. Mayleben
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Tim M. Mayleben
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President and Chief Executive Officer
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