Esperion Therapeutics Clears Key Hurdle as Stockholders Approve Essence Merger

Key Points

• Esperion Therapeutics stockholders approved the company’s merger agreement with Essence Parent and Essence MergerCo at a special meeting on July 8, 2026. Under the deal, Esperion will become a wholly owned subsidiary of Essence Parent.
• Stockholders also approved, on a non-binding advisory basis, potential compensation tied to the merger for Esperion’s named executive officers. The board had recommended voting in favor of both the merger and compensation proposals.
• The adjournment proposal was not needed because the merger received the required majority support. Esperion said it will disclose the final vote counts in a Form 8-K filing with the SEC within four business days.

Stockholders of Esperion Therapeutics NASDAQ: ESPR approved the company’s merger agreement with Essence Parent and Essence MergerCo at a special meeting held virtually on July 8, 2026, according to remarks delivered during the meeting.

J. Martin Carroll, chairperson of Esperion’s board of directors, called the meeting to order at 8:00 a.m. and said the business before stockholders was described in the company’s proxy statement, which was first made available on or about June 8, 2026. Carroll was joined by Benjamin Looker, Esperion’s chief legal and corporate affairs officer and secretary for the special meeting.

The meeting focused on three proposals: adoption of the merger agreement, approval on a non-binding advisory basis of certain compensation tied to the transaction, and potential adjournment of the meeting if additional proxy solicitation had been needed.

Merger Proposal Approved

Carroll said the first item was a vote to adopt the Agreement and Plan of Merger dated May 1, 2026, among Esperion, Essence Parent and Essence MergerCo. Under the agreement, Essence MergerCo will merge with and into Esperion, with Esperion surviving as a wholly owned subsidiary of Essence Parent.

The board recommended that stockholders vote in favor of the merger agreement proposal. Carroll said approval required the affirmative vote of holders of a majority of outstanding shares of Esperion common stock entitled to vote on the proposal.

After the polls closed at 8:08 a.m., Carroll said the preliminary report from the inspector of election showed that the merger agreement proposal had been approved by holders of at least a majority of the outstanding shares entitled to vote on the matter.

Advisory Compensation Vote Also Passes

Stockholders also voted to approve, on a non-binding advisory basis, certain compensation that may be paid or become payable to Esperion’s named executive officers in connection with the merger.

Carroll said the board had recommended a vote in favor of the advisory compensation proposal. Like the merger proposal, it required approval by holders of a majority of the outstanding shares of Esperion common stock entitled to vote on the matter.

The preliminary voting report showed that the advisory compensation proposal was also approved by holders of at least a majority of outstanding shares entitled to vote, Carroll said.

Adjournment Proposal Not Addressed

The third proposal would have allowed the company to adjourn the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies in the event there were insufficient votes to adopt the merger agreement.

Because the merger agreement proposal was approved, Carroll said the company did not need to address the adjournment proposal.

Final Results Expected in SEC Filing

Carroll said the holders of a majority of the voting power of the issued and outstanding common stock entitled to vote were present virtually or by proxy, establishing a quorum for the meeting. The record date for the meeting was May 28, 2026.

Tony Carideo of the Carideo Group served as inspector of election and was responsible for counting the votes cast on the matters described in the proxy statement. Carroll said the final report from the inspector of election would be filed with the meeting minutes.

The company plans to report the exact and final vote count for each proposal in a current report on Form 8-K to be filed with the U.S. Securities and Exchange Commission within four business days of the meeting, Carroll said. The meeting was adjourned after the preliminary results were announced.

About Esperion Therapeutics NASDAQ: ESPR

Esperion Therapeutics, Inc is a clinical-stage biopharmaceutical company focused on the discovery, development and commercialization of oral, low–density lipoprotein cholesterol (LDL-C)–lowering therapies. The company's research and development efforts center on small-molecule compounds designed to address atherosclerotic cardiovascular disease by targeting cholesterol biosynthesis pathways. Esperion seeks to provide novel treatment options for patients who require additional LDL-C reduction beyond what is achieved with statins or who are statin-intolerant.

The company's lead products include NEXLETOL (bempedoic acid), an oral adenosine triphosphate–citrate lyase (ACL) inhibitor approved by the U.S.

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