Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
May 19, 2023
Date of Report (date of earliest event reported)
Corcept Therapeutics Incorporated
(Exact name of registrant as specified in its charter)
Delaware
000-50679
77-0487658
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
149 Commonwealth Drive, Menlo Park, CA94025
(Address of Principal Executive Offices) (Zip Code)
(650) 327-3270
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 (see General Instruction A.2. below):
☐ 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, $0.001 par value
CORT
The Nasdaq Stock Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
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.
☐
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
At the 2023 annual meeting of stockholders of Corcept Therapeutics Incorporated (the “Company”) held on May 19, 2023 (the “Annual Meeting”), the Company’s stockholders approved an amendment and restatement of the Company’s Amended and Restated Certificate of Incorporation (the “ Restated Certificate of Incorporation”) to reflect Delaware law provisions allowing officer exculpation. The Restated Certification of Incorporation was filed with the Secretary of State of the State of Delaware on May 22, 2023. A copy of the Restated Certificate of Incorporation is attached to this Current Report on Form 8-K as Exhibit 3.1 and is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders
On May 19, 2023, the Company held the Annual Meeting to consider and vote on the following proposals: 1) to elect nine directors to hold office until our 2024 annual meeting of stockholders, 2) to ratify the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2023, 3) to approve, on an advisory basis, the compensation of the Company's named executive officers, 4) to recommend, by non-binding advisory vote, the frequency of the advisory vote on the compensation of the Company's named executive officers, and 5) to approve the amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation.
A total of 102,207,236 shares of the Company's common stock held by stockholders of record at the close of business on April 6, 2023 were entitled to vote at the Annual Meeting. The total number of shares voted at the Annual Meeting was 89,994,463. The voting on the five matters is set forth below:
Proposal 1 — Election of Directors. The following directors were elected to serve until the Company's 2024 annual meeting of stockholders.
Director
For
Withheld
Broker Non-Votes
Gregg Alton
68,542,369
2,239,025
19,213,069
G. Leonard Baker, Jr.
66,577,355
4,204,039
19,213,069
Joseph K. Belanoff, M.D.
70,198,149
583,245
19,213,069
Gillian M. Cannon, Ph.D.
68,240,572
2,540,822
19,213,069
David L. Mahoney
68,932,261
1,849,133
19,213,069
Joshua M. Murray
70,337,272
444,122
19,213,069
Kimberly Park
63,533,589
7,247,805
19,213,069
Daniel N. Swisher, Jr.
67,206,994
3,574,400
19,213,069
James N. Wilson
66,198,888
4,582,506
19,213,069
Proposal 2 — The appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023 was ratified.
For
88,986,042
Against
923,595
Abstain
84,826
Broker Non-Votes
Proposal 3 — Advisory vote to approve the compensation of named executive officers.
For
69,095,025
Against
1,450,799
Abstain
235,570
Broker Non-Votes
19,213,069
Proposal 4 — Advisory vote on the frequency of the vote on compensation of named executive officers.
3 years
28,623,378
2 years
127,477
1 year
41,624,266
Abstain
406,273
Broker Non-Votes
19,213,069
The Company's Board of Directors determined that the Company will hold an advisory vote on compensation of our named executive officers every year until the next frequency advisory vote, which is scheduled to be held no later than the Company's 2029 annual meeting of stockholders.
Proposal 5 — The amendment and restatement of the Company's Amended and Restated Certificate of Incorporation to reflect Delaware law provisions allowing officer exculpation was approved.
Cover Page Interactive Data File (embedded within the Inline XBRL document)
SIGNATURE
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.
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