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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 27, 2021

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

(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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, par value $0.001 per share

ESPR

NASDAQ 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.      ☐

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

The Company held its Annual Meeting on May 27, 2021. As of March 29, 2021, the record date for the Annual Meeting, there were 28,155,998 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 15, 2021: (i) to elect three Class II directors, Jeffrey Berkowitz, J.D., Antonio M. Gotto Jr., M.D., D.Phil. and Nicole Vitullo to hold office until the 2024 Annual Meeting of stockholders and until their successors are duly elected and qualified, subject to their earlier resignation or removal (“Proposal 1”), (ii) to approve the advisory resolution on the compensation of the Company’s named executive officers (“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, 2021 (“Proposal 3”).

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

Class II Director Nominee						For						Withhold						Broker Non-Votes
Jeffrey Berkowitz, J.D.						15,434,129						792,581						3,729,895
Antonio M. Gotto Jr., M.D., D.Phil.						13,741,894						2,484,816						3,729,895
Nicole Vitullo						15,875,251						351,459						3,729,895

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

For						Against						Abstain						Broker Non-Votes
15,003,362						1,102,322						121,026						3,729,895

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

For						Against						Abstain						Broker Non-Votes
19,767,978						152,181						36,446						—

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
104						The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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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: May 28, 2021			Esperion Therapeutics, Inc.
			By:			/s/ Sheldon L. Koenig
						Sheldon L. Koenig
						President and Chief Executive Officer