Supernus Pharmaceuticals Inc

1. 1

   Indivior Share Issuance Proposal

   ManagementBoard: FOR

   Approve the issuance of Indivior common shares in connection with the merger with Supernus, including to comply with Nasdaq Rule 5635.

   More detail

   The proposal asks Indivior stockholders to approve the issuance of Indivior common shares to Supernus stockholders under the merger agreement. The exchange ratio is fixed at 1.5401 Indivior shares for each outstanding Supernus share, subject to the agreement’s adjustment provisions. Indivior expects to issue approximately 89.7 million shares, making the issuance material relative to Indivior’s existing capitalization. The vote is sought in part to satisfy Nasdaq Rule 5635, which requires shareholder approval for certain issuances representing at least 20% of pre-issuance shares or voting power. Approval is also a condition to the parties’ obligation to complete the merger. Current Indivior stockholders are expected to own approximately 56.5% of the combined company after closing, while former Supernus stockholders are expected to own approximately 43.5% on a fully diluted basis. The transaction is structured as a merger of equals and includes a $1 billion special dividend to eligible pre-closing Indivior holders, funded partly through debt financing. Indivior’s board cited portfolio diversification, scale, expected annual cost synergies of $125 million, growth opportunities, and the governance structure as reasons to support the issuance. The board unanimously recommends that Indivior stockholders vote FOR the proposal.

2. 1

   Supernus Merger Proposal

   ManagementBoard: FOR

   Adopt the merger agreement under which Merger Sub will merge into Supernus, Supernus will become a wholly owned subsidiary of Indivior, and each Supernus share will convert into 1.5401 Indivior shares plus cash for fractional shares.

   More detail

   The proposal asks Supernus stockholders to adopt the merger agreement with Indivior. Under the transaction structure, Merger Sub will merge into Supernus, Supernus will survive as a wholly owned subsidiary of Indivior, and Indivior will be renamed Supernus, Inc. Each Supernus share, other than excluded shares, will convert into the right to receive 1.5401 Indivior shares, with cash paid instead of fractional shares. Approval requires the affirmative vote of a majority of all outstanding Supernus shares entitled to vote, so abstentions and failures to vote have the same effect as votes against. Approval is a closing condition; without it, the merger cannot be completed. Supernus stockholders are expected to own approximately 43.5% of the combined company, while current Indivior stockholders are expected to own approximately 56.5% on a fully diluted basis. The Supernus Board emphasized diversification of the product portfolio, increased scale, expected annual cost synergies of $125 million, continued Supernus leadership, and equal board representation. Cantor Fitzgerald rendered an opinion that the exchange ratio, taking into account the special dividend, was fair from a financial point of view to Supernus stockholders. The board unanimously recommends voting FOR adoption of the merger agreement.

3. 2

   Indivior Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the Indivior Special Meeting if necessary or appropriate, including to solicit additional votes for the share issuance proposal.

   More detail

   The proposal asks Indivior stockholders to authorize one or more adjournments of the Indivior Special Meeting. The principal purpose is to provide additional time to solicit proxies if the share issuance proposal lacks sufficient votes at the scheduled meeting. An adjournment could also be used if a quorum is absent or if supplemental disclosure must be disseminated and reviewed. Approval of this proposal is not a condition to completing the merger. Abstentions count as votes against the proposal, while shares not present or represented by proxy and broker non-votes have no effect if a quorum otherwise exists. The merger agreement limits the duration and circumstances of permitted adjournments, including restrictions on the number and length of postponements. The authority would be exercised consistently with the merger agreement and, in specified circumstances, with Supernus’ consent. The proposal is procedural and does not itself approve the merger or the share issuance. The Indivior Board unanimously recommends a vote FOR the proposal because preserving the ability to seek additional votes could help achieve the required approval.

4. 2

   Supernus Advisory Compensation Proposal

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, merger-related compensation that will become payable to or may become payable upon termination of Supernus’ named executive officers.

   More detail

   The proposal asks Supernus stockholders to approve, on a non-binding advisory basis, compensation arrangements connected to the merger for Supernus’ named executive officers. The covered arrangements include cash severance, accelerated vesting of equity awards, transaction-related restricted stock units, and continued benefits that may become payable upon qualifying terminations. Jack A. Khattar is expected to become chief executive officer of the combined company under a new employment agreement, while other Supernus executives are expected to continue in senior management roles. The disclosed estimates assume a September 7, 2026 closing, specified stock prices, target performance achievement, and qualifying terminations immediately after closing. The aggregate amounts are therefore estimates and may differ materially from actual payments. Some benefits are single-trigger, such as transaction RSU grants and conversion of performance awards, while severance and certain equity acceleration benefits are double-trigger. The vote is legally separate from the merger approval and is not a condition to closing. Because it is advisory, the compensation may be paid or become payable even if stockholders do not approve the proposal, subject to applicable conditions. The Supernus Board unanimously recommends voting FOR the proposal, reflecting its approval of the transaction-related arrangements and the need to present the required advisory vote under Section 14A.

5. 3

   Supernus Adjournment Proposal

   ManagementBoard: FOR

   Approve one or more adjournments of the Supernus Special Meeting if necessary or appropriate, including to solicit additional votes for the merger proposal.

   More detail

   The proposal asks Supernus stockholders to authorize one or more adjournments of the special meeting. The primary purpose is to permit additional solicitation of proxies if the merger proposal does not have enough votes at the scheduled meeting. Adjournment authority may also be relevant if a quorum is absent or supplemental disclosure must be provided. Approval is not a condition to completing the merger. The proposal requires a majority of votes cast affirmatively or negatively, whether or not a quorum is present. Abstentions, broker non-votes, and failures to vote are not treated as votes cast and therefore have no effect on the outcome. The merger agreement places limits on the duration and number of permitted adjournments. The proposal does not alter the merger consideration or bind the company to complete the merger. The Supernus Board unanimously recommends voting FOR because the procedural flexibility could help secure the required approval of the merger agreement.

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When is the Supernus Pharmaceuticals Inc 2026 special meeting?

Supernus Pharmaceuticals Inc (SUPN) holds its 2026 special shareholder meeting on Thursday, October 15, 2026.

What is the record date for the Supernus Pharmaceuticals Inc 2026 meeting?

The record date for the Supernus Pharmaceuticals Inc 2026 meeting is Friday, September 4, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Supernus Pharmaceuticals Inc's 2026 meeting?

The board is presenting 8 director nominees at the Supernus Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Supernus Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 5 proposals at the Supernus Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.