CORCEPT THERAPEUTICS INC
For the period ended Apr 10, 2024. Filed Apr 10, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 10, 2024 · Filed Apr 10, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant x | Filed by a Party other than the Registrant ☐ |
|---|
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| x | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| x | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
149 Commonwealth Drive
Menlo Park, California 94025
Notice of Annual Meeting of Stockholders
To Be Held on May 17, 2024
Dear Stockholder:
The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Friday, May 17, 2024 at 7:30 a.m. local time at the Company’s headquarters located at 149 Commonwealth Drive, Menlo Park, CA 94025 for the following purposes, as more fully described in the accompanying proxy statement:
To elect nine directors to hold office until the 2025 Annual Meeting of Stockholders and until their successors are duly elected and qualified.
To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.
To approve the Corcept Therapeutics Incorporated 2024 Incentive Award Plan.
To transact such other business as may properly come before the meeting or any adjournments or postponements thereof.
Only stockholders of record at the close of business on April 5, 2024 will be entitled to notice of, and to vote at, such meeting or any adjournments or postponements thereof. This proxy statement and accompanying proxy card are being first mailed to stockholders on or about April 15, 2024.
By Order of the Board of Directors,
/s/ Charles Robb
Charles Robb
Chief Business Officer and Secretary
Menlo Park, California
April 10, 2024
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to be Held on May 17, 2024
Our 2024 Proxy Materials are available at www.proxyvote.com
YOUR VOTE IS IMPORTANT!
WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR BY COMPLETING, SIGNING, DATING AND MAILING PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.
| Table of Contents | |
|---|---|
| PROXY STATEMENT | 1 |
| NOMINEES TO BOARD OF DIRECTORS | 3 |
| DIRECTOR NOMINATION | 6 |
| BOARD MEETINGS AND COMMITTEES | 8 |
| BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT | 9 |
| COMMUNICATIONS WITH DIRECTORS | 10 |
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 10 |
| INFORMATION ABOUT OUR EXECUTIVE OFFICERS | 10 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 12 |
| CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS | 14 |
| CODE OF ETHICS | 14 |
| PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING | 14 |
| DELINQUENT SECTION 16(A) REPORTS | 14 |
| EXECUTIVE COMPENSATION | 15 |
| EQUITY COMPENSATION PLAN INFORMATION | 29 |
| DIRECTOR COMPENSATION | 29 |
| COMPENSATION COMMITTEE REPORT | 31 |
| REPORT OF THE AUDIT COMMITTEE | 32 |
| FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 33 |
| PROPOSALS TO BE ACTED UPON AT THE 2024 ANNUAL MEETING | 34 |
| OTHER MATTERS | 44 |
| STOCKHOLDER PROPOSALS FOR THE 2025 ANNUAL MEETING | 45 |
| AVAILABLE INFORMATION | 46 |
| APPENDIX A | A-1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.