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CORCEPT THERAPEUTICS INC

For the period ended Apr 17, 2026. Filed Apr 17, 2026.

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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 17, 2026 · Filed Apr 17, 2026

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 May 21, 2026

Dear Stockholder:

The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Thursday, May 21, 2026 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 eight directors to hold office until the 2027 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, 2026.

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

  4. To approve an amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan to increase the number of shares available thereunder and clarify certain other language in the plan.

  5. 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 9, 2026 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 22, 2026.

By Order of the Board of Directors,

/s/ Atabak Mokari

Atabak Mokari

Chief Financial Officer and Treasurer

Redwood City, California

April 17, 2026

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on May 21, 2026

Our 2026 Proxy Materials are available at web.viewproxy.com/corcept/2026

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 NOMINATION5
BOARD MEETINGS AND COMMITTEES6
BOARD LEADERSHIP AND ROLE IN RISK OVERSIGHT7
COMMUNICATIONS WITH DIRECTORS8
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION8
INFORMATION ABOUT OUR EXECUTIVE OFFICERS8
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT10
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS12
CODE OF ETHICS12
INSIDER TRADING POLICY12
PROHIBITION OF EMPLOYEE, OFFICER AND DIRECTOR HEDGING12
DELINQUENT SECTION 16(A) REPORTS13
EXECUTIVE COMPENSATION14
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 2026 ANNUAL MEETING34
OTHER MATTERS44
STOCKHOLDER PROPOSALS FOR THE 2027 ANNUAL MEETING45
AVAILABLE INFORMATION46
APPENDIX AA-1
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.