Good morning, and welcome to Esperion's 2026 Annual Meeting of Stockholders. I'm Alina Venezia, Head of Investor Relations. I would now like to turn the meeting over to Sheldon Koenig, President and Chief Executive Officer, to lead today's event. Sheldon, please go ahead.
Thank you, Alina, good morning, everyone. I'd like to welcome you to our annual stockholders' meeting, which is now called to order. We are excited to be hosting our annual virtual meeting of stockholders for the 11th year, which is my sixth year as President and Chief Executive Officer of Esperion. Today, I'll be acting as chairman and inspector of elections of this meeting.
Benjamin Looker, our Chief Legal and Corporate Affairs Officer and Corporate Secretary, will act as secretary for this meeting. As noted in the notice of annual meeting and the proxy statement previously made available to stockholders via the Internet, the record date for voting at this meeting was the close of business on March 31st, 2026. A list of stockholders as of the record date has been available for review by our stockholders at our corporate offices for at least the 10 days prior to this meeting.
We have stockholders attending this meeting through the web portal that we have provided, and following this meeting, we will answer any appropriate questions pertaining to the matters set forth in our proxy statement. The rules of conduct for the meeting, which addresses the ability of stockholders to ask questions during the meeting and include rules for how questions will be recognized and addressed, are available on the web portal. We are adjourned today by representatives from Goodwin Procter, our external legal counsel, and Ernst & Young, our independent auditors, who will be available during the question and answer session following the meeting to respond to appropriate questions. The list of stockholders of record of Esperion as of the close of business on March 31st, 2026, shows that date there were 257,404,876 shares of common stock outstanding and entitled to vote at the meeting.
On or about April 16th, 2026, Esperion mailed to its notice of Internet availability to all stockholders of record as of the close of business on March 31st, 2026, and we posted our notice of annual meeting, proxy materials, and 2025 annual report via the Internet, accessible at www.proxyvote.com. A preliminary count of the shares represented in person or by proxy at this meeting indicates that the holders of at least a majority of the shares of common stock outstanding and entitled to vote as of the record date are present at the meeting in person or by proxy. Should any stockholder desire to vote in person, please click on the Voting button on the web portal and follow the instructions provided. If you have already delivered your proxy and you do not wish to change your vote, you need not take any further action. A quorum exists.
Therefore, the meeting is duly convened and open for business. It is now 8:03 A.M. on May 28th, 2026, and the polls for each matter to be voted upon this annual meeting are now open. The first item to be voted upon is the election of two Class I directors. Our board has nominated J. Martin Carroll and Sheldon L. Koenig for election as Class I directors to each serve for a three-year term ending at the 2029 annual meeting or until their respective successors are elected and qualified. Each of the nominees is a current member of our board and has consented to serve if elected. Our board unanimously recommends that our stockholders vote in favor of this proposal. The second item to be voted upon is the advisory vote on the compensation of our named executive officers.
We have developed a compensation program that is designed to attract and retain key executives responsible for our success, reward short-term and long-term performance, and align the financial interest of our executive officers with the interest of stockholders. Our board is committed to excellence in governance, and as part of this commitment is providing our stockholders with an opportunity to cast a non-binding advisory vote on the compensation of our named executive officers. This vote is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers and the policies and practices described in our proxy statement. Our board unanimously recommends that our stockholders vote in favor of the resolution to approve, on an advisory basis, the compensation of our named executive officers as disclosed in our proxy statement.
The third item to be voted upon is the ratification of the appointment of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The fourth item to be voted upon is to approve the amendment to the Esperion Therapeutics, Inc. 2022 Stock Option and Incentive Plan, as amended to increase the aggregate number of shares of common stock authorized for issuance thereunder by 7 million shares. Our board unanimously recommends that our stockholders vote in favor of this proposal. Since no other matters have been properly brought before the meeting, we will now finalize voting. You must submit your votes now in order for them to be counted. It is now 8:05 A.M. on May 28th, 2026, and the polls for each matter to be voted on at this meeting are now closed.
No additional ballots, proxies, or votes, and no changes or revocations will be accepted. As inspector of elections, I will now report on the results of the voting. With regard to Proposal one, the two nominees received the plurality of votes properly cast. With regard to Proposal two, a majority of the votes properly cast have been voted in favor of the proposed advisory resolution on the compensation of our named executive officers. With regard to Proposal three, a majority of the votes properly cast have been voted in favor of the ratification of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. With regard to Proposal four, a majority of the votes properly cast have been voted in favor of approving an amendment to the Esperion Therapeutics, Inc.
2022 Stock Option and Incentive Plan, as amended, to increase the aggregate number of shares of common stock authorized for issuance thereunder by 7 million shares. Accordingly, I declare that all the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting. Now, we would like to allow time for any appropriate stockholder questions, as previously mentioned. We will attempt to answer as many questions as time allows.
In an effort to provide stockholders with an opportunity to ask questions, each stockholder will be limited to one question, which should pertain to the official business at hand unless time permits otherwise. Questions regarding topics that are not pertinent to meeting matters will not be answered. Only validated stockholders will be able to ask questions in the designated field of the web portal.
There are no shareholder questions received within the web portal of today's meeting. Back to you, Sheldon.
Thank you, Alina. Before concluding our meeting, I would like to take a moment to thank our loyal shareholders, dedicated partners, and exceptional team for your unwavering support. Your belief in our vision fuels our drive to innovate and push boundaries. The meeting has now concluded. Thank you for attending Esperion's 2026 Annual Meeting of Stockholders.
The meeting has now concluded. Thank you for joining, and have a pleasant day.