Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 26, 2022, Esperion Therapeutics, Inc. (the "Company") filed a certificate of amendment to its amended and restated certificate of incorporation (the "Charter Amendment") with the Secretary of State of the State of Delaware to increase the authorized shares of common stock from 120,000,000 to 240,000,000. As further described under Item 5.07 below, the proposal for the amendment was approved by the Company's stockholders at the Company's 2022 annual meeting of stockholders held on May 26, 2022 (the "Annual Meeting").

A copy of the Charter Amendment, which became effective immediately upon filing with the Secretary of State of the State of Delaware, is attached as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated by reference in this Item 5.03. The foregoing description of the amendments effected by the Charter Amendment is qualified by reference to Exhibit 3.1 hereto.

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

The Company held its Annual Meeting on May 26, 2022. As of March 29, 2022, the record date for the Annual Meeting, there were 62,981,325 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 14, 2022: (i) to elect three Class III directors, Alan Fuhrman, Jay P. Shepard, and Seth H.Z. Fischer to hold office until the 2025 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"), (iii) to approve the non-binding advisory resolution on the frequency of future advisory votes on the compensation of our named executive officers ("Proposal 3"), (iv) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2022 ("Proposal 4"), (v) to approve the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan ("Proposal 5"), and (vi) to amend our Charter to increase the authorized shares of common stock from 120,000,000 to 240,000,000 ("Proposal 6").

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



Class III Director Nominee            For           Withhold        Broker Non-Votes
Alan Fuhrman                       31,764,300       1,817,540          8,861,786
Jay P. Shepard                     31,243,558       2,338,282          8,861,786
Seth H.Z. Fischer                  25,726,479       7,855,361          8,861,786


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

     For            Against        Abstain        Broker Non-Votes
  31,450,553       2,084,079       47,208            8,861,786

The Company's stockholders approved to hold future advisory votes on the compensation of the Company's named executive officers every one year as recommended in Proposal 3 at the Annual Meeting. In accordance with Item 5.07(d) of Form 8-K, the Company now reports that, after considering the outcome of this advisory vote, the Board of Directors has determined that the Company will hold an advisory vote on executive compensation once every year until the next required advisory vote on the frequency of the same, which is no later than the Company's annual meeting of stockholders occurring six years after the Annual Meeting. The votes cast at the Annual Meeting were as follows:

Every One Year Every Two Years Every Three Years Abstain Broker Non-Votes


   33,062,531             56,816                347,995             114,498               -


The Company's stockholders approved Proposal 4. The votes cast at the Annual
Meeting were as follows:

     For            Against        Abstain        Broker Non-Votes
  41,498,222        853,983        91,421                -

The Company's stockholders approved Proposal 5. The votes cast at the Annual Meeting were as follows:

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     For            Against        Abstain        Broker Non-Votes
  25,566,523       7,984,944       30,373            8,861,786


The Company's stockholders approved Proposal 6. The votes cast at the Annual
Meeting were as follows:

     For            Against        Abstain        Broker Non-Votes
  38,805,112       3,506,951       131,563               -

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

                           Certificate of Amendment to Amended and Restated Certificate of
       3.1               Incorporation of the registrant.
                         The cover page from this Current Report on Form 8-K, formatted in Inline
       104               XBRL.

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