Current Report · Items 5.07 · 8-K
Esperion Therapeutics, Inc.
Submission of Matters to a Vote of Security Holders
Item 5.07. Submission of Matters to a Vote of Security Holders. At a special meeting of stockholders of Esperion Therapeutics, Inc. (the “Company”) held on July 8, 2026 (the “Special Meeting”), the Company’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of May 1, 2026 (as it may be amended from time to time, the “Merger Agreement”), by and among the Company, Essence Parent…
Filed Jul 8, 2026Accepted Jul 8, 2026, 8:32 AM EDTCIK 1434868Accession 0001104659-26-081588
Company context
Esperion Therapeutics, Inc. is a commercial-stage biopharmaceutical company dedicated to developing and delivering innovative cardiometabolic and rare/orphan disease therapies. The Company leverages deep domain expertise in ACLY biology to develop and commercialize transformative medicines for patients worldwide. Esperion currently markets two oral, once-daily, non-statin therapies for patients struggling to maintain their low-density lipoprotein cholesterol (LDL-C) levels and are at risk of cardiovascular disease.
Historical securities (1)
Registered securities in this filing
Esperion Therapeutics, Inc. · 8-K · Filed 2026-07-08
As filed in this accession. Current/historical status below comes from the governed listing record; the cover itself remains exact to this filing.
Common stock, par value $0.001 per share
- Exchange
- NASDAQ
- Classification
- COMMON
- Status
- Historical · closed Jul 13, 2026
Filing context
Context: AsOf2026-07-08
Dimensions: Not supplied
Accession 000110465926081588 · 1 registered-security cover member
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Items 5.07Select an item to read the extracted section. The as-filed document remains the primary evidence.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
At a special meeting of stockholders of Esperion
Therapeutics, Inc. (the “Company”) held on July 8, 2026 (the “Special Meeting”), the
Company’s stockholders voted to adopt the Agreement and Plan of Merger, dated as of May 1, 2026 (as it may be amended
from time to time, the “Merger Agreement”), by and among the Company, Essence Parent Inc., a Delaware corporation
(“Parent”), and Essence MergerCo Inc., a Delaware corporation and wholly owned subsidiary of Parent
(“MergerCo”) and to approve the transactions contemplated by the Merger Agreement, including the merger, but excluding
the debt-financing and any Parent co-investment. Pursuant to the Merger Agreement, and subject to the conditions set forth therein,
MergerCo will merge with and into the Company, with the Company continuing as the surviving corporation and a wholly owned
subsidiary of Parent (the “Merger Agreement Proposal”).
As of the close of business on May 28, 2026, the record date
for the Special Meeting, there were 257,693,347 issued and outstanding shares of the Company’s common stock, par value $0.001
per share (“Company Stock”), entitled to vote at the Special Meeting. At the Special Meeting, the holders of a total of
158,573,615 shares of Company Stock, representing 61.53% of the issued and outstanding shares of Company Stock entitled to vote at
the Special Meeting, were represented virtually or by proxy, constituting a quorum.
At the Special Meeting, the Company’s stockholders also considered
a proposal to approve, by advisory (non-binding) vote, the compensation that may be paid or become payable to the Company’s named
executive officers in connection with the consummation of the merger (the “Advisory Compensation Proposal”).
The proposal to approve the adjournment of the Special Meeting to a
later date or dates, if necessary or appropriate, to solicit additional proxies if there were insufficient votes to
at the time of the Special Meeting, was not voted on at the Special Meeting because there were sufficient votes to then approve the Merger
Agreement Proposal.
The results with respect to each proposal voted on at the Special Meeting
are set forth below.
The Merger Agreement Proposal
The following votes were cast at the Special Meeting (virtually or
by proxy), and based on the results from the Inspector of Election, the Merger Agreement Proposal was approved by the requisite vote of
the Company’s stockholders:
Votes For Votes Abstentions Broker
Against Non-Votes
───────────────────────────────────────────────────────────────
135,326,793 22,750,628 496,194 0
The Advisory Compensation Proposal
The following votes were cast at the Special Meeting (virtually or
by proxy), and based on the results from the Inspector of Election, the Advisory Compensation Proposal was approved by the requisite vote
of the Company's stockholders:
Votes For Votes Abstentions Broker
Against
Non-Votes
───────────────────────────────────────────────────────────────
129,937,383 22,283,787 6,352,445 0