07/08/2026 | Press release | Distributed by Public on 07/08/2026 06:33
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 Against |
Abstentions |
Broker |
|||
| 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 Against |
Abstentions |
Broker Non-Votes |
|||
| 129,937,383 | 22,283,787 | 6,352,445 | 0 |