Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 14, 2024

Supernus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-35518

20-2590184

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer Identification No.)

9715 Key West Ave	Rockville	MD	20850
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: (301) 838-2500

Not Applicable

(Former name or former address, if changed since last report.)

Securities registered pursuant to Section 12(b) of the Exchange Act

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.001 par value per share	SUPN	The Nasdaq Stock Market LLC

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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ¨

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 5.07

Submission of Matters to a Vote of Security Holders.

On June 14, 2024 Supernus Pharmaceuticals, Inc. (the “Company”) held its annual meeting of stockholders (the “Annual Meeting”). The definitive proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on April 29, 2024. As of the close of business on April 18, 2024, there were 54,973,754 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by the stockholders was as follows:

Proposal 1: Election of Class III Directors, each to serve until the Annual Meeting of the Company in 2027.

Name	Votes For	Votes Withheld	Broker Non-Votes
Georges Gemayel, Ph.D	48,410,580	2,121,505	1,945,574
Bethany L. Sensenig	48,568,282	1,963,803	1,945,574

Proposal 2: To approve, on a non-binding basis, the compensation paid to our named executive officers.

Votes For		Votes Against		Abstain		Broker Non-Votes
48,217,539		2,290,237		24,309		1,945,574

Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2024.

Votes For		Votes Against		Abstain		Broker Non-Votes
52,182,042		272,906		22,711		0

Proposal 4: To act upon a proposal to amend the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan to increase the number of shares available under the plan and make certain technical updates.

Votes For		Votes Against		Abstain		Broker Non-Votes
45,522,166		4,972,675		37,244		1,945,574

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit 104 — The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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.

	SUPERNUS PHARMACEUTICALS, INC.

DATED: June 17, 2024	By:	/s/ Timothy C. Dec
		Timothy C. Dec
		Senior Vice President and Chief Financial Officer

Cover	Jun. 14, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jun. 14, 2024
Entity File Number	001-35518
Entity Registrant Name	Supernus Pharmaceuticals, Inc.
Entity Central Index Key	0001356576
Entity Tax Identification Number	20-2590184
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	9715 Key West Ave
Entity Address, City or Town	Rockville
Entity Address, State or Province	MD
Entity Address, Postal Zip Code	20850
City Area Code	301
Local Phone Number	838-2500
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	SUPN
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false