Form 8-K MARINUS PHARMACEUTICALS, For: May 25

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

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Date of Report (Date of earliest event reported): May 25, 2022

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Marinus Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

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Registrant’s telephone number, including area code: (484) 801-4670

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

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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:

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

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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  ☐

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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.  ☐

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

On May 25, 2022, Marinus Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). Of the 37,015,419 shares of common stock outstanding and entitled to vote at the Annual Meeting, 30,106,866 shares, or 81.3% were present, either by remote communication or represented by proxy, constituting a quorum. The following provides a summary of the votes cast for the proposals on which the Company’s stockholders voted at the Annual Meeting:

Proposal 1: Election of three Class II directors to the Company’s Board of Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders or until such person’s successor is duly elected and qualified.

The Company’s stockholders elected each of the following individuals to serve as Class II directors to serve until the Company’s 2025 Annual Meeting of Stockholders or until such individual’s successor is duly elected and qualified, and the results of the vote were as follows:

Proposal 2: Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022.

The Company’s stockholders approved Proposal 2. The results of the vote were as follows:

Proposal 3: Approval, on a non-binding advisory basis, of the compensation of the Company’s named executive officers as disclosed in the proxy statement for the Annual Meeting.

The Company’s stockholders approved Proposal 3. The results of the vote were as follows:

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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.

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