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

Date of report (Date of earliest event reported): ~~May~~June 2422, 2023

Intercept Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-35668	22-3868459
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

305 Madison Avenue, Morristown, NJ 07960

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (646) 747-1000

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:

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, par value $0.001 per share	ICPT	Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 57.0701 ~~Submission~~Regulation ofFD ~~Matters to a Vote of Security Holders~~Disclosure.

On ~~May~~June 2422, 2023, Intercept Pharmaceuticals, Inc. issued a press release, which is attached hereto as Exhibit 99.1 and is incorporated by reference, announcing receipt of a Complete Response Letter (“CRL”) from the U.S. Food and Drug Administration (“~~Company~~FDA”) ~~held~~ in regard to its ~~2023~~New ~~Annual~~Drug ~~Meeting~~Application of(“NDA”) ~~Stockholders~~for obeticholic acid (“OCA”) for the ~~“Annual~~treatment ~~Meeting~~of pre-cirrhotic fibrosis due to nonalcoholic steatohepatitis (“NASH”).

AtItem ~~the~~9.01 ~~Annual~~Financial ~~Meeting,~~Statements ~~the~~and ~~Company’s stockholders:~~Exhibits.

1.(d) Elected, by separate resolutions, each of the eleven nominees nominated to serve on the Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualifiedExhibits.

2. Approved the Company’s 2023 equity incentive plan.

Exhibit Number		Description
99.1		Press Release
104		Cover Page Interactive Data File (embedded as Inline XBRL document)

3.The ~~Approved,~~information ~~on a non-binding, advisory basis, the compensation of the Company’s named executive officers as disclosed~~ in ~~the~~Item ~~Company’s~~7.01 ~~Definitive Proxy Statement on Schedule 14A filed with the Securities~~ and ~~Exchange~~Exhibit ~~Commission~~99.1 onis ~~May~~being 1furnished, ~~2023~~not filed.

4. Ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.

The final voting results on each of the proposals submitted to a vote of the Company’s stockholders at the Annual Meeting are as follows:

Proposal	For		Withheld		Broker Non-Votes
1. The election, by separate resolutions, of each of the following eleven nominees to serve on the Board of Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
(A) Paolo Fundarò		24,581,667		467,361		6,292,169
(B) Jerome Durso		24,704,108		344,920		6,292,169
(C) Srinivas Akkaraju, M.D., Ph.D.		20,970,749		4,078,279		6,292,169
(D) Luca Benatti, Ph.D.		20,197,870		4,851,158		6,292,169
(E) Daniel Bradbury		21,270,840		3,778,188		6,292,169
(F) Keith Gottesdiener, M.D.		24,683,602		365,426		6,292,169
(G) Nancy Miller-Rich		24,536,698		512,330		6,292,169
(H) Mark Pruzanski, M.D.		24,499,197		549,831		6,292,169
(I) Dagmar Rosa-Bjorkeson		23,746,160		1,302,868		6,292,169
(J) Gino Santini		24,643,894		405,134		6,292,169
(K) Glenn Sblendorio		19,895,714		5,153,314		6,292,169

Proposal	For		Against		Abstain		Broker Non-Votes
2. The approval of the Company’s 2023 equity incentive plan.		17,756,354		7,227,934		64,740		6,292,169
3. The approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers.		24,663,559		297,038		88,431		6,292,169
4. The ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2023.		31,030,800		58,725		251,672		—

SIGNATURES

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.

INTERCEPT PHARMACEUTICALS, INC. By: /s/ ~~Rocco~~Jerome ~~Venezia~~Durso Name: ~~Rocco~~Jerome ~~Venezia~~Durso Title: ~~Chief~~President ~~Accounting~~and ~~Officer~~CEO

Date: ~~May~~June 2522, 2023

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