Supernus Pharmaceuticals (SUPN) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders able to vote and ask questions online.

• Shareholders will vote on electing two directors, a non-binding say-on-pay proposal, ratification of the auditor, and an increase in shares for the equity incentive plan.

• The record date for voting is April 29, 2026, with 58,039,721 shares outstanding, each entitled to one vote.

• Proxy materials are available online, and shareholders are encouraged to vote electronically to ensure quorum.

Voting matters and shareholder proposals

• Election of two directors for three-year terms.

• Advisory vote on executive compensation (say-on-pay).

• Ratification of KPMG LLP as independent auditor for 2026.

• Proposal to amend the 2021 Equity Incentive Plan to add 4,000,000 shares.

• No dissenter's appraisal rights apply to these matters.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms.

• Board currently has six members, with 67% considered diverse by gender, race, ethnicity, or national origin.

• All directors except the CEO are independent under Nasdaq rules.

• Board committees include Audit, Compensation, Governance and Nominating, and Science Committees.

• Directors are subject to a resignation policy if not elected by a majority vote.

• Shareholders can recommend director candidates and communicate directly with the board.