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Get filing alertsTravere shareholders approve 3M share equity plan increase, elect all ten directors
Filed May 21, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Shareholders approved adding 3,000,000 shares to the 2018 Equity Incentive Plan (79.0% of shares outstanding voting for), bringing total authorized shares to 25.4M and expanding the pool for employee equity compensation.
Item 5.07 verify on EDGAR → -
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All ten director nominees elected to serve until 2027 annual meeting. Support ranged from 87.7% to 99.0% of votes cast; Dr. Roy Baynes received lowest support at 87.7% with 9.3M withheld votes (12.3% opposition).
Item 5.07 verify on EDGAR → -
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Say-on-pay vote passed with 97.3% support (79.8% of shares outstanding); shareholders indicated strong preference for annual say-on-pay votes (98.9% favoring one-year frequency).
Item 5.07 verify on EDGAR → -
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Ernst & Young LLP ratified as independent auditor for fiscal 2026 with 99.5% of votes cast in favor (87.4% of shares outstanding).
Item 5.07 verify on EDGAR →
Summary
Travere Therapeutics held its 2026 annual meeting on May 19, reporting routine governance outcomes across all proposals. The most material item was shareholder approval to add 3 million shares to the company's equity incentive plan, continuing an established pattern of annual share reserve increases dating back to 2018.
The expansion brings the total authorized pool to 25.4 million shares and provides ongoing capacity for employee equity compensation—a standard practice for biotech companies managing talent retention. All ten director nominees were elected with comfortable majorities, though Dr. Roy Baynes saw the lowest support at 87.7% of votes cast (12.3% withheld).
This level of opposition, while the highest among the slate, remains well within normal ranges for uncontested director elections. Executive compensation received strong approval at 97.3%, and shareholders overwhelmingly favored annual say-on-pay votes going forward. The auditor ratification passed with near-unanimous support. With 92.4 million shares outstanding as of the record date, broker non-votes of 5.3 million shares were consistent across governance items. These are procedural results with no material impact on operations or strategy.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Travere held its 2026 annual meeting; shareholders approved a 3M share increase to the equity plan and elected all ten directors.
Added in current filing · verify on EDGAR → · paraphrased
The Company's stockholders approved the Company's 2018 Equity Incentive Plan, as amended (the "2018 Plan"), to increase the number of shares of common stock authorized for issuance thereunder by 3,000,000 shares.
Shareholders approved adding 3,000,000 shares to the 2018 Equity Incentive Plan. The proposal passed with 72,998,395 votes for versus 2,787,402 against (96.3% of votes cast, 79.0% of shares outstanding). This expands the pool available for employee equity compensation.
Added in current filing · verify on EDGAR →
Roy D. Baynes, M.D., Ph.D.66,479,9999,338,1495,290,327 Suzanne Bruhn, Ph.D.74,711,9941,106,1545,290,327 Timothy Coughlin 73,695,9652,122,1835,290,327 Eric Dube, Ph.D.75,095,860722,2885,290,327 Gary Lyons 74,208,9521,609,1965,290,327 Jeffrey Meckler 73,469,2632,348,8855,290,327 John A. Orwin 74,657,4721,160,6765,290,327 Sandra Poole 74,551,1381,267,0105,290,327 Ron Squarer 74,767,4551,050,6935,290,327 Ruth Williams-Brinkley 74,764,6791,053,4695,290,327
All ten director nominees were elected to serve until the 2027 annual meeting. Support ranged from 87.7% to 99.0% of votes cast (72.0% to 81.3% of shares outstanding). Dr. Baynes received the lowest support at 87.7% of votes cast, with 9,338,149 withheld votes representing elevated opposition of 12.3%.
Show 2 minor / wording changes
Added in current filing · view on EDGAR →
Votes For 73,711,670 | Votes Against 2,073,324 | Abstentions 33,152 | Broker Non-Votes 5,290,327
Shareholders approved executive compensation on an advisory basis with 97.3% of votes cast in favor (79.8% of shares outstanding). The 2.7% opposition is routine for say-on-pay votes.
Added in current filing · view on EDGAR →
One Year 75,003,558 | Two Years 4,996 | Three Years 766,756 | Abstentions 42,836 | Broker Non-Votes 5,290,327
Shareholders indicated a strong preference for annual say-on-pay votes, with 98.9% of votes cast favoring one year versus 1.0% for three years. This represents 81.2% of shares outstanding supporting annual votes.
Event · Exhibit 99.1
Stockholders approved a 3M-share increase to the 2018 Equity Incentive Plan at the May 19, 2026 annual meeting.
Show 1 minor / wording change
Added in current filing · view on EDGAR →
Amended by the Board of Directors: March 29, 2026 Approved by the Stockholders: May 19, 2026
The Board of Directors approved the plan amendment on March 29, 2026, and stockholders ratified it at the annual meeting on May 19, 2026. This follows the company's established pattern of annual equity plan amendments to replenish the share reserve for ongoing equity compensation grants.
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Figures/quotes linked to EDGAR · Narrative written by AI · Jun 21, 2026 · How we verify