Current Report Filing (8-k)

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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 17, 2023

___________________________

TRAVERE THERAPEUTICS, INC.

(Exact name of registrant as specified in its charter)

___________________________

Delaware

001-36257

27-4842691

(State or other jurisdiction of incorporation)

(Commission File Number)

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

3611 Valley Centre Drive, Suite 300

San Diego, CA 92130

(Address of Principal Executive Offices, including Zip Code)

[phone]

(Registrant’s Telephone Number, including Area Code)

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(s)

Name of each exchange on which registered

Common Stock, par value $0.0001 per share

TVTX

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As discussed below in Item 5.07, Travere Therapeutics, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”) at which the Company’s stockholders approved the Company’s 2018 Equity Incentive Plan, as amended (the “2018 Plan”), to increase the number of shares of common stock authorized for issuance thereunder by 2,700,000 shares. A summary of the material terms of the 2018 Plan is set forth in the Company’s definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 13, 2023. That summary is qualified in its entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

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

On May 17, 2023, the Company held the Annual Meeting. As of March 21, 2023, the record date for the Annual Meeting, 74,544,516 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 63,872,534 shares of common stock were present in person or represented by proxy for the four proposals summarized below.

Proposal 1: Election of Directors

The Company’s stockholders elected the ten persons listed below to serve until the Company’s 2023 Annual Meeting of Stockholders. The final voting results are as follows:

			Votes For						Votes Withheld						Broker Non-Votes
Roy D. Baynes, M.D., Ph.D.			58,297,968						3,344,248						2,230,318
Suzanne Bruhn, Ph.D.			58,517,914						3,124,302						2,230,318
Timothy Coughlin			58,558,298						3,083,918						2,230,318
Eric Dube, Ph.D.			58,647,084						2,995,132						2,230,318
Gary Lyons			57,605,286						4,036,930						2,230,318
Jeffrey Meckler			58,125,179						3,517,037						2,230,318
John A. Orwin			50,649,777						10,992,439						2,230,318
Sandra Poole			58,355,010						3,287,206						2,230,318
Ron Squarer			58,579,598						3,062,618						2,230,318
Ruth Williams-Brinkley			56,615,941						5,026,275						2,230,318

Proposal 2: Approval of the Company’s 2018 Equity Incentive Plan, as amended

The Company’s stockholders approved the 2018 Plan, as amended, to increase the number of shares of common stock authorized for issuance thereunder by 2,700,000. The final voting results are as follows:

Votes For						55,340,997
Votes Against						6,275,725
Abstentions						25,493
Broker Non-Votes						2,230,319

Proposal 3: Approval, on an advisory basis, of the compensation of the Company’s named executive officers

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:

Votes For						56,251,737
Votes Against						5,363,550
Abstentions						26,929
Broker Non-Votes						2,230,318

Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm

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The Company’s stockholders ratified the selection by the Audit Committee of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2023. The final voting results are as follows:

Votes For						63,811,465
Votes Against						30,013
Abstentions						31,056
Broker Non-Votes						—

Item 9.01    Financial Statements and Exhibits.

(d)    Exhibits

Exhibit No.						Description
99.1						Travere Therapeutics, Inc. 2018 Equity Incentive Plan, as amended.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.

 

TRAVERE THERAPEUTICS, INC.

Dated: May 22, 2023

By:

/s/ Elizabeth E. Reed

Name:

Elizabeth E. Reed

Title:

Senior Vice President, General Counsel and Secretary