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
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 17, 2024, Corcept Therapeutics Incorporated (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Corcept Therapeutics Incorporated 2024 Incentive Award Plan (the “2024 Plan”), which was previously approved by the Board of Directors of the Company. The 2024 Plan became effective on May 17, 2024 upon stockholder approval at the Annual Meeting and replaces the Corcept Therapeutics Incorporated 2012 Incentive Award Plan (the “2012 Plan”). The aggregate number of shares which may be issued or transferred pursuant to awards under the 2024 Plan shall be equal to the sum of (i) 8,000,000 shares, (ii) 4,073,955 shares, which equals the number of shares available for future grant under the 2012 Plan as of May 17, 2024, and (iii) any shares underlying awards outstanding under the 2012 Plan that, on or after May 17, 2024, terminate, expire or lapse for any reason without the delivery of shares to the holder thereof.
A description of the material terms of the 2024 Plan was included in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 10, 2024, and which description and text are incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 17, 2024, the Company held the Annual Meeting to consider and vote on the following proposals: 1) to elect nine directors to hold office until our 2025 annual meeting of stockholders and until their successors are duly elected and qualified, 2) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024, 3) to approve, on an advisory basis, the compensation of the Company's named executive officers, and 4) to approve the 2024 Plan.
A total of 104,082,845 shares of the Company's common stock held by stockholders of record at the close of business on April 5, 2024 were entitled to vote at the Annual Meeting. The total number of shares voted at the Annual Meeting was 88,374,364. The voting on the four matters is set forth below:
Proposal 1 - Election of Directors. The following directors were elected to serve until the Company's 2025 annual meeting of stockholders.
| Director | For | Withheld | Broker Non-Votes | ||||||||
| Gregg Alton | 60,315,939 | 5,562,189 | 22,496,236 | ||||||||
| G. Leonard Baker, Jr. | 62,443,392 | 3,434,736 | 22,496,236 | ||||||||
| Joseph K. Belanoff, M.D. | 65,590,721 | 287,407 | 22,496,236 | ||||||||
| Gillian M. Cannon, Ph.D. | 63,808,757 | 2,004,740 | 22,560,867 | ||||||||
| David L. Mahoney | 64,919,195 | 958,933 | 22,496,236 | ||||||||
| Joshua M. Murray | 65,624,110 | 254,018 | 22,496,236 | ||||||||
| Kimberly Park | 56,969,410 | 8,908,718 | 22,496,236 | ||||||||
| Daniel N. Swisher, Jr. | 65,622,142 | 255,986 | 22,496,236 | ||||||||
| James N. Wilson | 62,619,695 | 3,258,433 | 22,496,236 | ||||||||
Proposal 2 - The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024 was ratified.
| For | 86,596,528 | ||||
| Against | 1,707,066 | ||||
| Abstain | 70,770 | ||||
| Broker Non-Votes | — | ||||
Proposal 3 - The compensation of named executive officers was approved, on an advisory basis.
| For | 64,501,372 | ||||
| Against | 1,018,089 | ||||
| Abstain | 358,666 | ||||
| Broker Non-Votes | 22,496,237 | ||||
Proposal 4 - The Corcept Therapeutics Incorporated 2024 Incentive Award Plan was approved.
| For | 47,018,093 | ||||
| Against | 18,698,799 | ||||
| Abstain | 161,233 | ||||
| Broker Non-Votes | 22,496,239 | ||||
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
| Exhibits No. | Description | ||||
| 10.1 | |||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
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.
| CORCEPT THERAPEUTICS INCORPORATED | ||||||||||||||
| Date: | May 23, 2024 | By: | /s/ Atabak Mokari | |||||||||||
| Name: Atabak Mokari | ||||||||||||||
| Title: Chief Financial Officer and Treasurer | ||||||||||||||