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 2021 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, among other items, increase the number of shares of common stock authorized for issuance thereunder by 3,200,000 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 16, 2021. 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 14, 2021, the Company held the Annual Meeting. As of March 23, 2021, the record date for the Annual Meeting, 60,435,730 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 54,357,789 shares of common stock were present in person or represented by proxy for the five proposals summarized below.
Proposal 1: Election of Directors
The Company’s stockholders elected the ten persons listed below to serve until the Company’s 2022 Annual Meeting of Stockholders. The final voting results are as follows:
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Votes For
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Votes Withheld
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Broker Non-Votes
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Stephen Aselage
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50,094,998
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2,249,225
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2,013,566
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Roy D. Baynes, M.D., Ph.D.
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51,245,571
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1,098,652
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2,013,566
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Suzanna Bruhn, Ph.D.
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52,215,642
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128,581
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2,013,566
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Timothy Coughlin
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51,571,086
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773,137
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2,013,566
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Eric Dube, Ph.D.
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52,281,622
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62,601
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2,013,566
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Gary Lyons
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37,604,728
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14,739,495
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2,013,566
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Jeffrey Meckler
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51,294,587
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1,049,636
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2,013,566
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John A. Orwin
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38,923,225
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13,420,998
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2,013,566
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Sandra Poole
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52,044,750
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299,473
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2,013,566
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Ron Squarer
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52,214,745
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129,478
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2,013,566
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Proposal 2: Approval of an Amendment to the Company’s Certificate of Incorporation, as amended
The Company’s stockholders approved an amendment to the Company's Certificate of Incorporation, as amended, to increase the authorized number of shares of common stock from 100,000,000 to 200,000,000. The final voting results are as follows:
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Votes For
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52,270,724
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Votes Against
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2,084,629
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Abstentions
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2,434
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Broker Non-Votes
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—
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Proposal 3: 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 3,200,000. The final voting results are as follows:
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Votes For
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47,159,206
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Votes Against
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5,142,241
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Abstentions
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42,776
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Broker Non-Votes
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2,013,566
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Proposal 4: 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:
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Votes For
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51,280,405
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Votes Against
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973,713
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Abstentions
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90,105
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Broker Non-Votes
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2,013,566
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Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2021. The final voting results are as follows:
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Votes For
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54,288,455
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Votes Against
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28,440
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Abstentions
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40,894
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Broker Non-Votes
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—
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