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 theSecurities and Exchange Commission onApril 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 5.03 Amendment to Articles of Incorporation or Bylaws; Fiscal Year. As discussed below in Item 5.07, the Company's stockholders approved a Certificate of Amendment ("Certificate of Amendment") to the Company's Certificate of Incorporation to increase the number of shares of common stock authorized for issuance thereunder by 100,000,000 shares. EffectiveMay 18, 2021 , the Certificate of Amendment was filed with the Secretary of State of theState of Delaware . The Certificate of Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. OnMay 14, 2021 , the Company held the Annual Meeting. As ofMarch 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: Votes For Votes Withheld Broker Non-Votes Stephen Aselage 50,094,998 2,249,225 2,013,566
Roy D. Baynes, M.D., Ph.D. 51,245,571 1,098,652
2,013,566 Suzanna Bruhn, Ph.D. 52,215,642 128,581 2,013,566 Timothy Coughlin 51,571,086 773,137 2,013,566 Eric Dube, Ph.D. 52,281,622 62,601 2,013,566 Gary Lyons 37,604,728 14,739,495 2,013,566 Jeffrey Meckler 51,294,587 1,049,636 2,013,566 John A. Orwin 38,923,225 13,420,998 2,013,566 Sandra Poole 52,044,750 299,473 2,013,566 Ron Squarer 52,214,745 129,478 2,013,566 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: Votes For 52,270,724 Votes Against 2,084,629 Abstentions 2,434 Broker Non-Votes - 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: --------------------------------------------------------------------------------
Votes For 47,159,206 Votes Against 5,142,241 Abstentions 42,776 Broker Non-Votes 2,013,566 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: Votes For 51,280,405 Votes Against 973,713 Abstentions 90,105 Broker Non-Votes 2,013,566 Proposal 5: Ratification of the Selection of Independent Registered Public Accounting Firm The Company's stockholders ratified the selection by theAudit Committee of BDO USA , LLP as the Company's independent registered public accounting firm for the fiscal year endingDecember 31, 2021 . The final voting results are as follows: Votes For 54,288,455 Votes Against 28,440 Abstentions 40,894 Broker Non-Votes - Item 9.01 Financial Statements and Exhibits. (d) Exhibits Certificate of Amendment to the Registrant's Certificate of
Incorporation,
3.1 effective May 18, 2021 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.
Dated:May 18, 2021 By:
/s/
Senior Vice President, General
Title: Counsel and Secretary
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