Form 8-K SUPERNUS PHARMACEUTICALS For: Jun 18
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 18, 2026
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | |||||||||
(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
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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):
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 18, 2026 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 30, 2026. As of the close of business on April 29, 2026, there were 58,039,721 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 I Directors, each to serve until the Annual Meeting of the Company in 2029.
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||||||||||
| Frederick M. Hudson | 45,058,634 | 2,177,068 | 3,073,181 | |||||||||||||||||
| Charles W. Newhall, III | 41,743,154 | 5,492,548 | 3,073,181 | |||||||||||||||||
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 | |||||||||||||||||
| 45,552,633 | 1,675,355 | 7,714 | 3,073,181 | |||||||||||||||||
Proposal 3: Ratification of the appointment of KPMG LLP as the Company’s independent public accounting firm for the fiscal year ending December 31, 2026.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 49,882,228 | 417,336 | 9,319 | 0 | |||||||||||||||||
Proposal 4: To act upon a proposal to amend the Supernus Pharmaceuticals, Inc. 2021 Equity Incentive Plan (the “Plan”) to increase the number of shares available under the Plan.
| Votes For | Votes Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 41,925,692 | 5,302,088 | 7,922 | 3,073,181 | |||||||||||||||||
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.
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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 18, 2026 | By: | /s/ Timothy C. Dec | ||||||
| Timothy C. Dec | ||||||||
| Senior Vice President and Chief Financial Officer | ||||||||
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ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT
XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT