Zevra Announces Final Results of 2025 Annual Meeting of Stockholders

Rhea-AI Summary

Zevra Therapeutics (NASDAQ: ZVRA) announced the final results of its 2025 Annual Meeting of Stockholders, where shareholders overwhelmingly re-elected Wendy L. Dixon, Ph.D. and Tamara A. Favorito as Class I Directors to serve until 2028. The incumbent directors received approximately 74% of the votes, defeating potential opposition nominees Travis C. Mickle and Arthur C. Regan, who would have received only 26.45% and 23.97% respectively. The opposition nominations were ultimately disregarded due to failure to meet SEC and bylaw requirements. Stockholders also approved Ernst & Young LLP as the company's independent auditors for FY2025.

Zevra Stockholders Re-Elect Wendy L. Dixon, Ph.D. and Tamara A. Favorito to the Company’s Board of Directors

Board and Management Reaffirm Commitment to Driving Continued Growth and Progress Against Strategic Plan

CELEBRATION, Fla., May 29, 2025 (GLOBE NEWSWIRE) -- Zevra Therapeutics, Inc. (NasdaqGS: ZVRA) (“Zevra,” or the “Company”), a commercial-stage company focused on providing therapies to people living with rare disease, announced that based on the final vote count certified by the independent Inspector of Elections following the Company’s 2025 Annual Meeting of Stockholders (the “Annual Meeting”), stockholders have voted to re-elect Wendy L. Dixon, Ph.D. and Tamara A. Favorito to the Company’s Board of Directors (the “Board”) as Class I Directors to serve until the 2028 Annual Meeting.

The Zevra Board issued the following statement:

“We thank all our stockholders for their strong participation in the voting process and continued support of Zevra. The overwhelming support for the Company’s nominees represents a clear endorsement of our strategic direction from our stockholder base. Over the past two years, we have taken decisive action to transform Zevra into a stronger, growth-oriented commercial organization focused on making a positive impact for patients living with rare diseases. This vote validates our progress to date and reinforces our confidence in our strategic plan as we continue building momentum and drive long-term value for our stockholders.”

As previously disclosed, Daniel J. Mangless, a stockholder of the Company, indicated his intention to nominate Travis C. Mickle, Ph.D. and Arthur C. Regan for election as directors at the Annual Meeting, in opposition to Dr. Dixon and Ms. Favorito. However, Mr. Mangless subsequently failed to comply with the applicable requirements of the Securities and Exchange Commission’s (the “SEC’s”) proxy rules and the Company’s amended and restated bylaws (the “Bylaws”) to proceed with a valid nomination. Specifically, Mr. Mangless failed to solicit at least 67% of the voting power of the shares entitled to vote on the election of directors at the Annual Meeting, as required by SEC rules and the Bylaws, and failed to provide the Company with reasonable evidence of such solicitation, as required by the Bylaws. Finally, Mr. Mangless did not attend the Annual Meeting to validly nominate his nominees, as required by the Bylaws.

As a result of Mr. Mangless’ failure to meet these requirements and as provided by the Bylaws, Mr. Mangless’ nominations were disregarded. Based on results from the independent Inspector of Elections for the Annual Meeting, if Mr. Mangless had complied with the applicable requirements to validly nominate his nominees, Dr. Mickle would have received just 26.45% of the vote and Mr. Regan would have received just 23.97% of the vote, compared to 73.97% and 73.41% for Dr. Dixon and Ms. Favorito, respectively.

The outcome of the election underscores stockholders’ strong support for Zevra’s Board – including its deep industry expertise, proven track record, and steadfast commitment to delivering value. Looking ahead, and now with a clear mandate from stockholders, the Board and management team are focused on accelerating Zevra’s disciplined strategy and value-creation initiatives.

Additionally, stockholders approved the proposal to ratify the appointment of Ernst & Young LLP as the Company’s independent auditors for the fiscal year ending December 31, 2025.

The final certified results, as confirmed by the independent Inspector of Elections, will be filed on a Form 8-K with the SEC.

About Zevra Therapeutics, Inc.

Zevra Therapeutics, Inc. is a commercial-stage company combining science, data, and patient needs to create transformational therapies for rare diseases with limited or no treatment options. Our mission is to bring life-changing therapeutics to people living with rare diseases. With unique, data-driven development and commercialization strategies, the Company is overcoming complex drug development challenges to make new therapies available to the rare disease community.

Expanded access programs are made available by Zevra Therapeutics, Inc. and its affiliates and are subject to the Company's Expanded Access Program (“EAP”) policy, as published on its website. Participation in these programs is subject to the laws and regulations of each jurisdiction under which each respective program is operated. Eligibility for participation in any such program is at the treating physician's discretion.

For more information, please visit www.zevra.com or follow us on X and LinkedIn.

Cautionary Note Concerning Forward-Looking Statements

This press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements that do not relate solely to historical or current facts, including without limitation statements regarding the Company’s actions to enhance stockholder value, the Company’s plans with respect to director candidates nominated by stockholders; our strategic, financial, operational, corporate governance, executive compensation, and product development objectives; and the timing of any of the foregoing. Forward-looking statements are based on information currently available to Zevra and its current plans or expectations. They are subject to several known and unknown uncertainties, risks, and other important factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance, or achievements expressed or implied by the forward-looking statements. These and other important factors are described in detail in the "Risk Factors" section of Zevra’s Annual Report on Form 10-K for the year ended December 31, 2024, filed on March 12, 2025, and Zevra’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, filed on May 13, 2025, and Zevra’s other filings with the SEC. While we may elect to update such forward-looking statements at some point in the future, except as required by law, we disclaim any obligation to do so, even if subsequent events cause our views to change. Although we believe the expectations reflected in such forward-looking statements are reasonable, we cannot assure that such expectations will prove correct. These forward-looking statements should not be relied upon as representing our views as of any date after the date of this press release.

Contacts

For investor inquiries

Nichol Ochsner
+1 (732) 754-2545
nochsner@zevra.com

For media inquiries

FTI Consulting                
Tanner Kaufman / Kyla MacLennan / Mike Gaudreau
zevratherapeutics@fticonsulting.com

FAQ

Who was re-elected to Zevra Therapeutics (ZVRA) Board of Directors in 2025?

Wendy L. Dixon, Ph.D. and Tamara A. Favorito were re-elected as Class I Directors to serve until 2028, receiving approximately 74% of the votes.

What was the voting outcome for ZVRA's 2025 Annual Meeting?

The incumbent directors received about 74% of votes, while potential opposition nominees would have received only 26.45% and 23.97%. The opposition nominations were disregarded due to failure to meet requirements.

Did ZVRA shareholders approve Ernst & Young as auditors for 2025?

Yes, stockholders approved the appointment of Ernst & Young LLP as Zevra's independent auditors for the fiscal year ending December 31, 2025.

Why were the opposition nominations at ZVRA's 2025 Annual Meeting disregarded?

The nominations were disregarded because Mr. Mangless failed to solicit 67% of voting power as required, didn't provide evidence of solicitation, and didn't attend the Annual Meeting to validly nominate candidates.