Corcept Therapeutics (NASDAQ: CORT) investors back pay plan, directors and auditor

Rhea-AI Filing Summary

Corcept Therapeutics Incorporated reported results of its 2026 annual stockholder meeting and an update to its equity compensation plan. Stockholders approved an amendment to the 2024 Incentive Award Plan, increasing the shares available under the plan by 8,000,000 shares, with the amended plan effective upon approval on May 21, 2026.

All eight director nominees were elected, and stockholders ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. Stockholders also approved, on an advisory basis, the compensation of the company’s named executive officers and the amended incentive plan, with 53,163,364 votes for, 23,867,363 against, and 263,730 abstentions on the plan proposal.

8-K Event Classification

3 items: 5.02, 5.07, 9.01

3 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Incentive plan share increase: 8,000,000 shares Shares entitled to vote: 107,356,686 shares Total shares voted: 93,270,175 shares +4 more

7 metrics

Incentive plan share increase 8,000,000 shares Added to 2024 Incentive Award Plan upon May 21, 2026 approval

Shares entitled to vote 107,356,686 shares Common stock entitled to vote at 2026 Annual Meeting as of April 9, 2026

Total shares voted 93,270,175 shares Shares voted at the 2026 Annual Meeting

Auditor ratification votes for 92,656,473 votes For Ernst & Young LLP as 2026 independent registered public accounting firm

Say-on-pay votes for 72,511,429 votes For advisory approval of named executive officer compensation

Incentive plan amendment votes for 53,163,364 votes For Proposal 4 approving the amended 2024 Incentive Award Plan

Incentive plan amendment votes against 23,867,363 votes Against Proposal 4 approving the amended 2024 Incentive Award Plan

Key Terms

Incentive Award Plan, broker non-votes, independent registered public accounting firm, advisory basis

4 terms

Incentive Award Plan financial

"approved the Amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan"

An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.

broker non-votes financial

"Director | For | Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent registered public accounting firm financial

"as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

advisory basis financial

"to approve, on an advisory basis, the compensation of the Company’s named executive officers"

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Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

May 21, 2026

Date of Report (date of earliest event reported)

Corcept Therapeutics Incorporated

(Exact name of registrant as specified in its charter)

Delaware			000-50679						77-0487658
(State or other jurisdiction of incorporation or organization)			(Commission File Number)						(I.R.S. Employer Identification No.)

101 Redwood Shores Parkway, Redwood City, CA 94065

(Address of Principal Executive Offices) (Zip Code)

(650) 327-3270

Registrant’s telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $0.001 par value			CORT			The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 21, 2026, Corcept Therapeutics Incorporated (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company’s stockholders approved the Amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan (the “Amended 2024 Plan”) to increase the number of shares available thereunder by 8,000,000 shares and clarify certain other language in the plan. The Amended 2024 Plan was previously approved by the Board of Directors of the Company, subject to stockholder approval. The Amended 2024 Plan became effective on May 21, 2026 upon stockholder approval at the Annual Meeting and replaces the Corcept Therapeutics Incorporated 2024 Incentive Award Plan.

A description of the material terms of the Amended 2024 Plan was included in “Proposals to be Acted upon at the 2026 Annual Meeting - Proposal No. 4 - Approval of the Amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan” in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 17, 2026, and which description and text are incorporated by reference into this Item 5.02 of this Current Report on Form 8-K. The foregoing summary is qualified in its entirety by reference to the full text of the Amended 2024 Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

On May 21, 2026, the Company held the Annual Meeting to consider and vote on the following proposals: 1) to elect eight directors to hold office until its 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 the Company’s named executive officers, and 4) to approve the Amended 2024 Plan.

A total of 107,356,686 shares of the Company’s common stock held by stockholders of record at the close of business on April 9, 2026 were entitled to vote at the Annual Meeting. The total number of shares voted at the Annual Meeting was 93,270,175. The voting on the four matters is set forth below:

Proposal 1 - Election of Directors. The following directors were elected to serve until the Company’s 2027 annual meeting of stockholders.

Director			For			Withheld			Broker Non-Votes
Gregg Alton			67,977,943			9,316,514			15,975,718
G. Leonard Baker, Jr.			64,912,506			12,381,951			15,975,718
Joseph K. Belanoff, M.D.			76,965,512			328,945			15,975,718
David L. Mahoney			51,078,278			26,216,179			15,975,718
Joshua M. Murray			76,753,606			540,851			15,975,718
Kimberly Park			70,288,833			7,005,624			15,975,718
Daniel N. Swisher, Jr.			67,594,098			9,700,359			15,975,718
James N. Wilson			72,730,017			4,564,440			15,975,718

Proposal 2 - The appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026 was ratified.

For			92,656,473
Against			569,010
Abstain			44,692
Broker Non-Votes			—

Proposal 3 - The compensation of named executive officers was approved, on an advisory basis.

For			72,511,429
Against			4,560,385
Abstain			222,643
Broker Non-Votes			15,975,718

Proposal 4 - The amendment to the Corcept Therapeutics Incorporated 2024 Incentive Award Plan was approved.

For			53,163,364
Against			23,867,363
Abstain			263,730
Broker Non-Votes			15,975,718

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

Exhibits No.			Description
10.1			Corcept Therapeutics Incorporated 2024 Incentive Award Plan (as Amended) (incorporated by reference to Appendix A to the Company’s Definitive Proxy Statement on Schedule 14A filed on April 17, 2026).
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CORCEPT THERAPEUTICS INCORPORATED

Date:

May 28, 2026

By:

/s/ Atabak Mokari

Name: Atabak Mokari

Title: Chief Financial Officer and Treasurer

FAQ

What did Corcept Therapeutics (CORT) shareholders approve at the 2026 annual meeting?

Shareholders approved all four proposals, including electing eight directors, ratifying Ernst & Young LLP as auditor for 2026, endorsing executive compensation on an advisory basis, and amending the 2024 Incentive Award Plan with an 8,000,000-share increase.

How many additional shares were added to Corcept Therapeutics’ 2024 Incentive Award Plan?

The amended 2024 Incentive Award Plan increased the shares available by 8,000,000 shares. This expanded pool supports future equity-based awards to employees and other eligible participants under the company’s long-term incentive program.

Were Corcept Therapeutics’ directors re-elected at the 2026 annual meeting?

Yes. All eight nominated directors, including Gregg Alton, Joseph K. Belanoff, M.D., and others, were elected to serve until the 2027 annual meeting, each receiving more votes "For" than "Withheld" from voting shareholders.

Did Corcept Therapeutics (CORT) shareholders ratify Ernst & Young as auditor?

Yes. The appointment of Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026 was ratified with 92,656,473 votes for, 569,010 against, and 44,692 abstentions and no broker non-votes.

How many Corcept Therapeutics shares were entitled to vote at the 2026 meeting?

A total of 107,356,686 common shares were entitled to vote, based on the record date of April 9, 2026. Of these, 93,270,175 shares were actually voted on the meeting’s proposals.

How did Corcept shareholders vote on executive compensation in 2026?

Shareholders approved the compensation of named executive officers on an advisory basis, with 72,511,429 votes for, 4,560,385 against, 222,643 abstentions, and 15,975,718 broker non-votes recorded on the say-on-pay proposal.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.8 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.5 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.8 KB