Esperion Therapeutics (ESPR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on May 28, 2026, with shareholders able to vote and submit questions online.

• Key agenda items include director elections, executive compensation advisory vote, auditor ratification, and an amendment to the 2022 Stock Option and Incentive Plan.

• The Board recommends voting in favor of all proposals, emphasizing alignment of employee and shareholder interests and the importance of equity compensation.

Voting matters and shareholder proposals

• Shareholders will vote on electing two Class I directors, approving executive compensation (say-on-pay), ratifying Ernst & Young LLP as auditor, and amending the 2022 Stock Option and Incentive Plan to add 7,000,000 shares.

• The Board unanimously recommends voting FOR all proposals.

• Shareholders of record as of March 31, 2026, are eligible to vote.

• Voting can be done online, by phone, by mail, or during the virtual meeting.

Board of directors and corporate governance

• The Board is divided into three staggered classes, with two Class I directors up for election for terms ending in 2029.

• Two current directors, Tracy Woody and Stephen Rocamboli, are not standing for re-election.

• The Board and all committees, except the CEO, are composed of independent directors.

• Five standing committees: audit, compensation, nominating and corporate governance, commercial, and compliance.

• Board and committee meetings are regularly held, with high attendance and executive sessions for independent directors.