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SUPERNUS PHARMACEUTICALS INC FILES (8-K) Disclosing Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

May 22, 2014

Item 5.07 Submission of Matters to a Vote of Security Holders.



On May 22, 2014, Supernus Pharmaceuticals, Inc. (the "Company") held its annual meeting of stockholders (the "Annual Meeting"). The definitive proxy statement pertaining to the Annual Meeting was previously filed by the Company with the Securities and Exchange Commission on April 7, 2014. As of the close of business on March 31, 2014, there were 42,046,083 shares of common stock outstanding and entitled to vote. The tabulation of votes for each proposal voted on by the stockholders was as follows:

Proposal 1: Election of Class II Directors, each to serve until the Annual Meeting of the Company in 2017.

Name Votes For Votes Withheld Broker Non-Votes



Frederick M. Hudson 30,055,532 155,731 7,456,312 Charles W. Newhall, III 28,238,749 1,972,514 7,456,312

Proposal 2: Ratification of the flexible settlement feature with respect to future potential conversions of the 7.5% Convertible Senior Secured Notes due 2019.

Votes For Votes Against Abstain Broker Non-Votes 30,077,255 122,263 11,745 7,456,312

Proposal 3: Ratification to amend the Supernus Pharmaceuticals, Inc. 2012 Equity Incentive Plan to increase the number of shares available under the plan.

Votes For Votes Against Abstain Broker Non-Votes 29,851,773 346,190 13,300 7,456,312

Proposal 4: Ratification to amend the Supernus Pharmaceuticals, Inc. 2012 Employee Stock Purchase Plan to increase the number of shares available under the plan.

Votes For Votes Against Abstain Broker Non-Votes 30,031,994 170,119 9,150 7,456,312



Proposal 5: Ratification of the appointment of Ernst & Young LLP as the Company's independent public accounting firm for the fiscal year ending December 31, 2014.

Votes For Votes Against Abstain 37,256,393 385,183 25,999 2

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Item 8.01 Other Events



On May 20, 2014, Supernus issued a press release to announce the receipt of a $2.0 million milestone payment under United Therapeutics' license agreement with the Company. A copy of this press release is furnished as Exhibit 99.1 hereto and is incorporated herein by reference.

On May 21, 2014, Supernus issued a press release announcing that the Company will provide a business update and will be hosting investor meetings during the Jefferies Healthcare Conference on June 4, 2014. A copy of this press release is furnished as Exhibit 99.2 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits (d) Exhibits

The following documents are furnished as Exhibits pursuant to Item 8.01 hereof:



Exhibit 99.1 - Press Release dated May 20, 2014.

Exhibit 99.2 - Press Release dated May 21, 2014.

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Source: Edgar Glimpses


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