Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. As discussed below in Item 5.07, Retrophin, Inc. (the "Company") held its 2020 Annual Meeting of Stockholders (the "Annual Meeting") at which the Company's stockholders approved the Company's 2018 Equity Incentive Plan, as amended (the "2018 Plan"), to increase the number of shares of common stock authorized for issuance thereunder by 2,400,000 shares. A summary of the material terms of the 2018 Plan is set forth in the Company's definitive proxy statement for the Annual Meeting filed with the Securities and Exchange Commission on April 14, 2020. That summary is qualified in its entirety by reference to the text of the 2018 Plan, which is filed as Exhibit 99.1 hereto and incorporated herein by reference.




ITEM 5.07 SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
On May 15, 2020, the Company held the Annual Meeting. As of March 16, 2020, the
record date for the Annual Meeting, 43,149,757 shares of common stock were
outstanding and entitled to vote at the Annual Meeting. At the Annual Meeting,
36,677,240 shares of common stock were present in person or represented by proxy
for the five proposals summarized below.
Proposal 1: Election of Directors
The Company's stockholders elected the ten persons listed below to serve until
the Company's 2021 Annual Meeting of Stockholders. The final voting results are
as follows:
                           Votes For    Votes Withheld   Broker Non-Votes
Stephen Aselage            34,571,609      309,925          1,795,706
Roy D. Baynes, M.D., Ph.D. 32,813,699     2,067,835         1,795,706
Suzanna Bruhn, Ph.D.       34,707,070      174,464          1,795,706
Timothy Coughlin           34,167,388      714,146          1,795,706
Eric Dube, Ph.D.           34,674,783      206,751          1,795,706
Gary Lyons                 31,632,375     3,249,159         1,795,706
Jeffrey Meckler            34,517,333      364,201          1,795,706
John A. Orwin              25,028,955     9,852,579         1,795,706
Ron Squarer                34,582,302      299,232          1,795,706
Sandra Poole               34,522,540      358,994          1,795,706


Proposal 2: Approval of the Company's 2018 Equity Incentive Plan, as amended
The Company's stockholders approved the 2018 Plan, as amended, to increase the
number of shares of common stock authorized for issuance thereunder by
2,400,000. The final voting results are as follows:
Votes For          22,988,320
Votes Against      11,858,444
Abstentions          34,770
Broker Non-Votes   1,795,706


Proposal 3: Approval, on an advisory basis, of the compensation of the Company's
named executive officers
The Company's stockholders approved, on an advisory basis, the compensation of
the Company's named executive officers. The final voting results are as follows:
Votes For          31,663,582
Votes Against      3,184,415
Abstentions          33,537
Broker Non-Votes   1,795,706

Proposal 4: Indication, on an advisory basis, of the preferred frequency of stockholder advisory votes on the compensation of the Company's named executive officers The Company's stockholders approved, on an advisory basis, an annual vote on the stockholder advisory voting of the compensation of the Company's named executive officers. The final voting results are as follows:

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1 Year             33,790,766
2 Years              2,637
3 Years            1,058,069
Abstentions          30,062
Broker Non-Votes   1,795,706


Proposal 5: Ratification of the Selection of Independent Registered Public
Accounting Firm
The Company's stockholders ratified the selection by the Audit Committee of BDO
USA LLP as the Company's independent registered public accounting firm for the
fiscal year ending December 31, 2020. The final voting results are as follows:
Votes For          36,515,136
Votes Against       131,374
Abstentions          30,730
Broker Non-Votes       -


ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
99.1     Retrophin, Inc. 2018 Equity Incentive Plan, as amended.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

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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.



                                                            RETROPHIN, INC.

Dated: May 19, 2020                                         By:    /s/ Elizabeth E. Reed
                                                            Name:  Elizabeth E. Reed
                                                                   Senior Vice President, General
                                                            Title: Counsel and Secretary

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