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ESPR > SEC Filings for ESPR > Form 8-K on 15-Jun-2016All Recent SEC Filings

Show all filings for ESPERION THERAPEUTICS, INC.

Form 8-K for ESPERION THERAPEUTICS, INC.


15-Jun-2016

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

The Company held its Annual Meeting of Stockholders (the "Annual Meeting") on June 9, 2016. As of April 11, 2016, the record date for the Annual Meeting, there were 22,540,466 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 28, 2016: (i) to elect Scott Braunstein, M.D., Dov A. Goldstein, M.D., and Roger S. Newton, Ph.D., FAHA, as Class III directors of the Company to each serve for a three-year term expiring at the Company's annual meeting of stockholders in 2019 and until their successors have been elected and qualified ("Proposal 1"), (ii) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2016 ("Proposal 2"),
(iii) to approve the advisory resolution on the compensation of the Company's named executive officers ("Proposal 3"), and (iv) to determine the frequency of future advisory votes on the compensation of the Company's named executive officers ("Proposal 4").

The Company's stockholders approved the Class III director nominees recommended for election in Proposal 1 at the Annual Meeting. The Company's stockholders voted for Class III directors as follows:

Class III Director Nominee        For       Withhold   Broker Non-Votes
Scott Braunstein, M.D.         11,433,612    778,951          3,489,863
Dov A. Goldstein, M.D.         11,430,713    781,850          3,489,863
Roger S. Newton, Ph.D., FAHA   11,250,007    962,556          3,489,863

The Company's stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:

For Against Abstain Broker Non-Votes 15,482,391 194,810 25,225 -

The Company's stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:

For Against Abstain Broker Non-Votes 11,255,187 926,105 31,271 3,489,863

The Company's stockholders approved to hold future advisory votes on the compensation of the Company's named executive officers every one year as recommended in Proposal 4 at the Annual Meeting. In accordance with Item 5.07(d) of Form 8-K, the Company now reports that, after considering the outcome of this advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of the same, which is no later than the Company's annual meeting of stockholders occurring six years after the Annual Meeting. The votes cast at the Annual Meeting were as follows:

                                   Every Three
Every One Year   Every Two Years      Years      Abstain   Broker Non-Votes
    11,846,465            25,817       314,091    26,190          3,489,863

No other matters were submitted to or voted on by the Company's stockholders at the Annual Meeting.

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