Supernus Holders Back Indivior Merger With 48.2 Million Votes For, 235,601 Against
Stockholders also approved, on an advisory basis, pay tied to the merger for named executive officers, an 8-K shows.
Supernus Pharmaceuticals stockholders voted to adopt the merger agreement with Indivior Pharmaceuticals, with 48,249,532 votes for and 235,601 against, according to an 8-K the company filed after its special meeting on Thursday. Another 67,004 shares abstained.
What the 8-K says
The vote covered 58,224,143 shares of common stock that were outstanding and entitled to vote as of the close of business on September 4, 2026, the record date. The definitive proxy statement had been filed with the SEC on September 11, 2026.
Under the merger agreement, Artemis Merger Sub, a wholly owned subsidiary of Indivior, will merge into Supernus. Supernus would continue as the surviving corporation and a wholly owned Indivior subsidiary, on the terms and subject to the conditions of the agreement.
A second proposal, a non-binding vote on the compensation that will or may become payable to Supernus's named executive officers in connection with the merger, also passed. It drew 32,688,410 votes for and 15,847,350 against, with 16,377 abstentions. The filing lists no broker non-votes on either proposal.
What it changes
Stockholder adoption of the agreement was one of the steps in the filing's description of the deal. The filing frames the merger as subject to the conditions in the agreement, and it does not say when or whether the deal closes.
The pay vote was far closer than the merger vote. Roughly 15.8 million votes went against the executive merger compensation, versus 235,601 against the merger itself. Because the vote is advisory, the filing does not describe it as binding.
Supernus shares closed at $39.57 at Thursday's close, according to market data.
The 8-K was signed Thursday by Timothy C. Dec, Supernus's senior vice president and chief financial officer.
