tvtx-20220511
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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): May 11, 2022
___________________________
TRAVERE THERAPEUTICS, INC.
(Exact name of registrant as specified in its charter)
___________________________

Delaware
 
001-36257
 
27-4842691
(State or other jurisdiction of incorporation) (Commission File Number) (I.R.S. Employer Identification No.)
3611 Valley Centre Drive, Suite 300
San Diego, CA 92130
(Address of Principal Executive Offices, including Zip Code)

(888) 969-7879
(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:
☐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 classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.0001 per share
TVTX
The Nasdaq Global Market
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).
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 5.02    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 the Securities and Exchange Commission on April 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.
On May 11, 2022, the Company held the Annual Meeting. As of March 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.50,142,410552,8352,600,370
Suzanne Bruhn, Ph.D.48,552,0592,143,1862,600,370
Timothy Coughlin49,736,109959,1362,600,370
Eric Dube, Ph.D.50,633,51661,7292,600,370
Gary Lyons39,642,78211,052,4632,600,370
Jeffrey Meckler49,038,1311,657,1142,600,370
John A. Orwin40,685,27110,009,9742,600,370
Sandra Poole50,141,611553,6342,600,370
Ron Squarer50,563,401131,8442,600,370
Ruth Williams-Brinkley50,034,673660,5722,600,370
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


Proposal 4: Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of BDO USA, LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 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
99.1
104Cover Page Interactive Data File (embedded within the Inline XBRL document).



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/ Elizabeth E. Reed
      Name:Elizabeth E. Reed
Title:Senior Vice President, General Counsel and Secretary