Good morning. Welcome to the Special Meeting of the Stockholders of Esperion Therapeutics. I am J. Martin Carroll, Chairperson of the Board of Directors of Esperion Therapeutics, and I'm joined by Benjamin Looker, Chief Legal and Corporate Affairs Officer of Esperion Therapeutics, and Secretary for this special meeting. I welcome you to our Special Meeting of Stockholders. The meeting will be conducted in accordance with the rules of conduct that are posted to the web portal. It is now 8:00 A.M. This meeting is officially called to order. The business before this meeting is described in the proxy statement, which was first made available on or about June 8th, 2026.
I present to this meeting copies of the notice of Special Meeting of the Stockholders and the proxy statement, which were mailed to our common stockholders of record as of the close of business on May 28th, 2026, the record date for this meeting. With such mailing commencing on June 8th, 2026, together with an affidavit as to such mailing, all of which will be filed with and made part of the minutes of this meeting. In attendance today are Tony Carideo , a representative of the Carideo Group, who has taken an oath to act as our Inspector of Election. As the Inspector of Election, Mr. Carideo is responsible for counting the votes cast on the matters noted in our proxy statement for this meeting and providing us with the results. All proxies received by management have been delivered to the Inspector of Election.
The Board of Directors set May 28th, 2026, as the date of record for this meeting. We have a list of our common stockholders of record as of that date available on the web portal for this meeting. A duplicate stockholder list has been on file in our headquarters for the past 10 days and has been available for inspection by any requesting stockholder. Stockholders attending this virtual special meeting via the web portal may vote their shares online in real time until the polls are closed. If you have sent in a valid proxy and do not revoke it, your vote will be counted automatically without any further action on your part. Your votes will be cast as indicated on your proxy card.
If you are eligible to vote and have not submitted your proxy, if you want to change your vote, you may vote virtually on the website used to access this special meeting by following the instructions. After voting has been completed on all matters on the agenda, we will close the polls. The Inspector of Election will provide his preliminary report. Please note that no one attending via the web portal is permitted to use any audio recording device. We will now proceed with the formal business of this meeting. I have been informed by the Inspector of Election that the holders of a majority of the voting power of the issued and outstanding common stock of Esperion Therapeutics entitled to vote at the special meeting as of the record date of May 28th, 2026, is present virtually or by proxy.
We therefore have a quorum, and this special meeting is duly constituted. The first item of business stated in the notice of Special Meeting of Stockholders included in the proxy statement is to vote to adopt the Agreement and Plan of Merger dated as of May 1, 2026, by and among Esperion Therapeutics, Essence Parent, and Essence MergerCo , pursuant to which Essence MergerCo will be merged with and into Esperion Therapeutics, with Esperion Therapeutics surviving as a wholly owned subsidiary of Essence Parent. As further described in the proxy statement, we'll call this proposal the Merger Agreement Proposal. The affirmative vote of the holders of a majority of outstanding shares of our common stock entitled to vote thereon is required to approve the Merger Agreement Proposal. Our Board of Directors recommends that you vote for the Merger Agreement Proposal.
The second item of business stated in the notice of Special Meeting of Stockholders included in the proxy statement is to vote 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. We'll call this proposal the Advisory Proposal. The affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote thereon is required to approve the Advisory Compensation Proposal. Our Board of Directors recommends that you vote for the Advisory Compensation Proposal.
The third item of business stated in the notice of Special Meeting of Stockholders included in the proxy statement is to vote to approve the adjournment of the special meeting to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to adopt the merger agreement at the time of the special meeting. We'll call this proposal the Adjournment Proposal. The affirmative vote of a majority of the votes properly cast for the Adjournment Proposal at the special meeting is required to approve the Adjournment Proposal. Our Board of Directors recommends that you vote for the Adjournment Proposal. We can now move on to the vote. It is now 8:07 A.M. on July 8, 2026, and I declare that the polls for each matter to be voted on at this special meeting are now open.
If you are voting today, you must submit your votes at this time on the web portal in order for them to be counted by the Inspector of Election. The Inspector of Election will not accept proxies, ballots or votes or any changes or revocations submitted after the closing of the polls. The Inspector of Election will tabulate the votes in accordance with their standard procedures, and the results of the balloting will be certified by the Inspector of Election. Upon certification, Esperion Therapeutics will publicly announce the results of the voting on items presented at this meeting. It is now 8:08 A.M. on July 8, 2026, and I declare that the polls for each matter to be voted on at this special meeting are now closed.
The Inspector of Election has delivered a preliminary report of the voting results, which shows, number one, the Merger Agreement Proposal has been approved by the holders of at least a majority of the outstanding shares entitled to vote on such proposal. Number two, the Advisory Compensation Proposal has been approved by the holders of at least a majority of the outstanding shares entitled to vote on such proposal. Because the Merger Agreement Proposal has been approved, we need not address the Adjournment Proposal. I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. You have now heard the preliminary results of the voting, and this completes the business to be conducted at this meeting.
The exact and final vote count for each proposal will be reported in the current report on Form 8-K, which will be filed with the U.S. Securities and Exchange Commission within four business days of today's meeting. Since there are no other matters to come before the meeting, this meeting shall now be adjourned. Thank you for your attendance.
This now concludes the meeting. Thank you for joining, and have a pleasant day.