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 2022 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 2,000,000 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 4, 2022 . 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.
OnMay 11, 2022 , the Company held the Annual Meeting. As ofMarch 18, 2022 , the record date for the Annual Meeting, 63,509,077 shares of common stock were outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting, 53,295,615 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 2022 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. 50,142,410 552,835 2,600,370 Suzanne Bruhn, Ph.D. 48,552,059 2,143,186 2,600,370 Timothy Coughlin 49,736,109 959,136 2,600,370 Eric Dube, Ph.D. 50,633,516 61,729 2,600,370 Gary Lyons 39,642,782 11,052,463 2,600,370 Jeffrey Meckler 49,038,131 1,657,114 2,600,370 John A. Orwin 40,685,271 10,009,974 2,600,370 Sandra Poole 50,141,611 553,634 2,600,370 Ron Squarer 50,563,401 131,844 2,600,370 Ruth Williams-Brinkley 50,034,673 660,572 2,600,370
Proposal 2: Approval of the Company's 2018 Equity Incentive Plan, as amended
The Company's stockholders approved the 2018 Plan, as amended, to, among other items, increase the number of shares of common stock authorized for issuance thereunder by 2,000,000. The final voting results are as follows: Votes For 48,632,223 Votes Against 2,061,537 Abstentions 1,485 Broker Non-Votes 2,600,370
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 34,854,828 Votes Against 15,838,930 Abstentions 1,486 Broker Non-Votes 2,600,371
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Proposal 4: 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, 2022 . The final voting results are as follows: Votes For 53,272,291 Votes Against 21,931 Abstentions 1,393 Broker Non-Votes - Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 99.1Travere 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 12, 2022 By:
/s/
Senior Vice President, General
Title: Counsel and Secretary
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