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 15, 2014

 

Esperion Therapeutics, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-35986

 

26-1870780

(State or other jurisdiction of
incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification No.)

 

3891 Ranchero Drive, Suite 150

Ann Arbor, MI

 

48108

(Address of principal executive offices)

 

(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:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 



 

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

 

Esperion Therapeutics, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”) on May 15, 2014. As of April 1, 2014, the record date for the Annual Meeting, there were 15,394,226 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 4, 2014: (i) to elect Daniel Janney, Tim M. Mayleben, and Mark E. McGovern, M.D. 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 2017 and until their successors have been elected and qualified (“Proposal 1”), (ii) to ratify the Company’s 2013 Stock Option and Incentive Plan (“Proposal 2”), and (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, 2014 (“Proposal 3”).

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

Daniel Janney

 

11,147,650

 

251,392

 

2,479

 

2,727,627

 

Tim M. Mayleben

 

11,392,337

 

6,705

 

2,479

 

2,727,627

 

Mark E. McGovern, M.D.

 

11,393,842

 

5,200

 

2,479

 

2,727,627

 

 

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

 

For

 

Against

 

Abstain

 

Broker Non-Votes

 

9,589,682

 

1,800,950

 

10,889

 

2,727,627

 

 

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

 

For

 

Against

 

Abstain

 

14,114,480

 

3,300

 

11,368

 

 

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

 

*      *       *

 

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SIGNATURE

 

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 19, 2014

Esperion Therapeutics, Inc.

 

 

 

By:

/s/ Tim M. Mayleben

 

 

Tim M. Mayleben

 

 

President and Chief Executive Officer

 

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