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Esperion (NASDAQ: ESPR) investors approve 7M-share plan boost and board slate

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Esperion Therapeutics, Inc. reported results from its 2026 annual stockholder meeting. Stockholders approved an amendment to the 2022 Stock Option and Incentive Plan to increase the shares of common stock authorized for issuance under the plan by 7,000,000 shares.

As of March 31, 2026, there were 257,404,876 shares of common stock outstanding and entitled to vote, and 177,208,856 shares were present or represented by proxy, establishing a quorum. Stockholders elected Class I directors J. Martin Carroll and Sheldon L. Koenig, approved the advisory vote on executive compensation, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Plan share increase 7,000,000 shares Additional common shares authorized under 2022 Stock Option and Incentive Plan
Shares outstanding 257,404,876 shares Common stock outstanding and entitled to vote as of March 31, 2026
Shares represented 177,208,856 shares Common stock present in person or by proxy at 2026 annual meeting
Vote for Plan amendment 108,150,213 for / 22,489,001 against Proposal 4 to increase shares under 2022 Plan; 454,840 abstain, 46,114,802 broker non-votes
Say-on-pay vote 95,650,226 for / 34,866,033 against Non-binding advisory vote on executive compensation; 577,795 abstain, 46,114,802 broker non-votes
Auditor ratification vote 167,083,447 for / 8,765,273 against Ratification of Ernst & Young LLP; 1,360,136 abstain
Director vote – Carroll 105,082,565 for / 26,011,489 withhold Election of Class I director J. Martin Carroll; 46,114,802 broker non-votes
Director vote – Koenig 109,672,941 for / 21,421,113 withhold Election of Class I director Sheldon L. Koenig; 46,114,802 broker non-votes
non-binding advisory resolution financial
"to approve the non-binding advisory resolution on the compensation of the Company’s named executive officers"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
independent registered public accounting firm financial
"to ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
broker non-votes financial
"J. Martin Carroll | 105,082,565 | 26,011,489 | 46,114,802"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
quorum financial
"177,208,856, thus establishing a quorum for the transaction of business"
A quorum is the minimum number of members needed to officially hold a meeting or make decisions. It ensures that decisions are made with enough participation to represent the group’s interests, much like a majority must be present for a vote to be valid. For investors, understanding quorum is important because it affects when and how important company or organization decisions can be legally made.
Stock Option and Incentive Plan financial
"Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended"
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Understanding 8-K Material Events →
FALSE000143486800014348682026-05-282026-05-28

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, 2026

Esperion Therapeutics, Inc.
(Exact name of registrant as specified in its charter)
Delaware001-3598626-1870780
(State or other jurisdiction of
incorporation)		(Commission File Number)(I.R.S. Employer
Identification No.)

3891 Ranchero Drive, Suite 150
Ann Arbor, MI
(Address of principal executive offices)

48108
(Zip Code)

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 classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.001 per shareESPRNASDAQ Stock Market LLC
 
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; Compensation Arrangements of Certain Officers.

Esperion Therapeutics, Inc. (the “Company”) held its 2026 annual meeting of stockholders on May 28, 2026 (the “Annual Meeting”). As further described under Item 5.07 below, at the Annual Meeting, the Company’s stockholders approved an amendment (“Plan Amendment”) to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended (the “2022 Plan”), to increase the aggregate number of shares of the Company's common stock, par value $0.001 per share (“Common Stock”), authorized for issuance under the 2022 Plan by 7,000,000 shares.

A summary of the Plan Amendment is contained in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission pursuant to Regulation 14A on April 16, 2026 (the “Proxy Statement”) in connection with the Annual Meeting under the heading “Proposal Four - Approval of an Amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as Amended” and is incorporated herein by reference.

The foregoing summary is not intended to be complete and is qualified in its entirety by reference to the full text of the 2022 Plan and the Plan Amendment, a copy of which is attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference in this Item 5.02.

Item 5.07. Submission of Matters to a Vote of Security Holders.
The Company held its Annual Meeting on May 28, 2026. As of the close of business on March 31, 2026, the record date for the Annual Meeting, there were 257,404,876 shares of Common Stock outstanding and entitled to vote at the Annual Meeting. The number of shares of Common Stock present in person or represented by proxy at the Annual Meeting was 177,208,856, thus establishing a quorum for the transaction of business at the Annual Meeting. The Company’s stockholders voted on the following matters, which are described in detail in the Proxy Statement: (i) to elect two Class I director nominees, J. Martin Carroll and Sheldon L. Koenig, to the Company's Board of Directors, each to hold office until the Company's 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified, subject to their earlier death, resignation or removal (“Proposal 1”), (ii) to approve the non-binding 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, 2026 (“Proposal 3”), and (iv) to approve an amendment to the 2022 Plan to increase the aggregate number of shares of Common Stock authorized for issuance under the 2022 Plan by 7,000,000 shares ("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 NomineeForWithholdBroker Non-Votes
J. Martin Carroll
105,082,56526,011,48946,114,802
Sheldon L. Koenig109,672,94121,421,11346,114,802
The Company’s stockholders approved Proposal 2. The votes cast at the Annual Meeting were as follows:
ForAgainstAbstainBroker Non-Votes
95,650,22634,866,033577,79546,114,802

The Company’s stockholders approved Proposal 3. The votes cast at the Annual Meeting were as follows:
ForAgainstAbstainBroker Non-Votes
167,083,4478,765,2731,360,136—
The Company’s stockholders approved Proposal 4. The votes cast at the Annual Meeting were as follows:
ForAgainstAbstainBroker Non-Votes
108,150,21322,489,001454,84046,114,802


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.

(d) Exhibits.

Exhibit No.Description
10.1
Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan and its Amendments.
104Cover Page Interactive Data File (embedded within the Inline XBRL Document).



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: June 1, 2026Esperion Therapeutics, Inc.
By:/s/ Sheldon L. Koenig
Sheldon L. Koenig
President and Chief Executive Officer


Source: View Original Filing on SEC EDGAR

FAQ

What did Esperion Therapeutics (ESPR) stockholders approve at the 2026 annual meeting?

Stockholders approved all four proposals, including electing two Class I directors, an advisory vote on executive compensation, ratifying Ernst & Young LLP as auditor, and increasing shares available under the 2022 Stock Option and Incentive Plan by 7,000,000 shares.

How many Esperion Therapeutics (ESPR) shares were eligible and represented at the 2026 annual meeting?

As of March 31, 2026, 257,404,876 shares of common stock were outstanding and entitled to vote. At the meeting, 177,208,856 shares were present in person or by proxy, which was sufficient to establish a quorum for conducting business.

What change was made to Esperion’s 2022 Stock Option and Incentive Plan?

Stockholders approved an amendment to the 2022 Stock Option and Incentive Plan to increase the aggregate number of Esperion common shares authorized for issuance under the plan by 7,000,000 shares, expanding the pool available for equity-based compensation awards.

Who was elected to Esperion Therapeutics’ Board of Directors at the 2026 meeting?

Stockholders elected Class I director nominees J. Martin Carroll and Sheldon L. Koenig to the Board of Directors. Each will serve until the 2029 annual meeting of stockholders and until a successor is duly elected and qualified, subject to earlier death, resignation or removal.

How did Esperion (ESPR) stockholders vote on executive compensation in 2026?

Stockholders approved the non-binding advisory resolution on named executive officer compensation, with 95,650,226 votes for, 34,866,033 against, 577,795 abstentions, and 46,114,802 broker non-votes, indicating support for the company’s executive pay program as presented.

Which audit firm did Esperion stockholders ratify for the 2026 fiscal year?

Stockholders ratified Ernst & Young LLP as Esperion’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 167,083,447 votes for, 8,765,273 against, and 1,360,136 abstentions recorded on this proposal.

Filing Exhibits & Attachments

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