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CORCEPT THERAPEUTICS INC

For the period ended Apr 25, 2025. Filed Apr 25, 2025.

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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 25, 2025 · Filed Apr 25, 2025

CORT$72.77+1.6%Stored close · as of Nov 6, 2026
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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 xFiled 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))
xDefinitive 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):

xNo fee required.
☐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.

101 Redwood Shores Parkway

Redwood City, California 94065

Notice of Annual Meeting of Stockholders

To Be Held on June 10, 2025

Dear Stockholder:

The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Tuesday, June 10, 2025 at 7:30 a.m. local time at the Company’s headquarters located at 101 Redwood Shores Parkway, Redwood City, CA 94065 for the following purposes, as more fully described in the accompanying proxy statement:

  1. To elect nine directors to hold office until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified.

  2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.

  3. To approve, on an advisory basis, the compensation of our named executive officers as disclosed in this proxy statement.

  4. 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 17, 2025 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 30, 2025.

By Order of the Board of Directors,

/s/ Atabak Mokari

Atabak Mokari

Chief Financial Officer and Treasurer

Redwood City, California

April 25, 2025

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on June 10, 2025

Our 2025 Proxy Materials are available at web.viewproxy.com/CORT/2025

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 STATEMENT1
NOMINEES TO BOARD OF DIRECTORS3
DIRECTOR NOMINATION6
BOARD MEETINGS AND COMMITTEES8
BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT9
COMMUNICATIONS WITH DIRECTORS10
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION10
INFORMATION ABOUT OUR EXECUTIVE OFFICERS10
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT12
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS14
CODE OF ETHICS14
INSIDER TRADING POLICY14
PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING14
DELINQUENT SECTION 16(A) REPORTS14
EXECUTIVE COMPENSATION15
EQUITY COMPENSATION PLAN INFORMATION29
DIRECTOR COMPENSATION29
COMPENSATION COMMITTEE REPORT31
REPORT OF THE AUDIT COMMITTEE32
FEES OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM33
PROPOSALS TO BE ACTED UPON AT THE 2025 ANNUAL MEETING34
OTHER MATTERS35
STOCKHOLDER PROPOSALS FOR THE 2026 ANNUAL MEETING36
AVAILABLE INFORMATION37
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.