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Washington, D.C. 20549





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 5.07Submission 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 9.01Financial Statements and Exhibits.




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







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