UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934 (Amendment No. )

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Corcept Therapeutics Incorporated

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Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

Notice of Annual Meeting of Stockholders

To Be Held on June 23, 2010May 17, 2013

Dear Stockholder:

The Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, will be held on Wednesday, June 23, 2010Friday, May 17, 2013 at 10:8:00 a.m. local time at the Company’s headquarters located at 149 Commonwealth Drive, Menlo Park, CA 94025 for the following purposes, as more fully described in the accompanying Proxy Statement:

1. To elect seven directors to hold office until the 2011 Annual Meeting of Stockholders and until their successors are qualified and elected.

2. To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2010.

3. 

Only stockholders of record at the close of business on April 30, 201010, 2013 will be entitled to notice of, and to vote at, such meeting or any adjournments or postponements thereof.

By Order Of the Board of Directors,

Menlo Park, California

May 14, 2010April 17, 2013

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to be Held on June 23, 2010May 17, 2013

Our 20102013 Proxy Materials are available atwww.corcept.com/proxymaterials/2010.2013.

YOUR VOTE IS IMPORTANT!

WHETHER OR NOT YOU PLAN TO ATTEND THE MEETING, PLEASE VOTE YOUR SHARES BY INTERNET, BY TELEPHONE OR YOU CAN COMPLETE, SIGN, DATE AND MAIL PROMPTLY THE ACCOMPANYING PROXY CARD IN THE ENCLOSED RETURN ENVELOPE, WHICH REQUIRES NO POSTAGE IF MAILED IN THE UNITED STATES. THIS WILL ENSURE THE PRESENCE OF A QUORUM AT THE MEETING. IF YOU ATTEND THE MEETING, YOU MAY VOTE IN PERSON IF YOU WISH TO DO SO EVEN IF YOU HAVE PREVIOUSLY SENT IN YOUR PROXY CARD. PLEASE NOTE, HOWEVER, THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME.

TABLE OF CONTENTS

Corcept Therapeutics Incorporated

149 Commonwealth Drive

Menlo Park, California 94025

650-327-3270

PROXY STATEMENT

20102013 ANNUAL MEETING OF STOCKHOLDERS

General

We are furnishing this Proxy Statement and the enclosed proxy in connection with the solicitation of proxies by our Board of Directors, or Board, for use at the Annual Meeting of Stockholders of Corcept Therapeutics Incorporated, or the Company, to be held on June 23, 2010May 17, 2013 at 10:8:00 a.m. local time, at our headquarters located at 149 Commonwealth Drive, Menlo Park, California 94025 and at any adjournments thereof, or the Annual Meeting. This proxy statementProxy Statement and accompanying proxy card are being first mailed to stockholders on or about May 21, 2010.April 17, 2013.

Who Can Vote

Only holders of our common stock as of the close of business on April 30, 2010,10, 2013, or the Record Date, are entitled to vote at the Annual Meeting. Stockholders who hold shares of our common stock in “street name” may vote at the Annual Meeting only if they hold a valid proxy from their broker.

Shares Outstanding and Quorum

As of the Record Date, there were 67,031,36299,814,250 shares of common stock outstanding. A majority of the outstanding shares of common stock entitled to vote at the Annual Meeting must be present in person or by proxy in order for there to be a quorum at the meeting. Stockholders of record who are present at the meeting in person or by proxy and who abstain from voting, including brokers holding customers’ shares of record who cause abstentions to be recorded at the meeting, will be included in the number of shares present at the meeting for purposes of determining whether a quorum is present.

Voting Rights

Each stockholder of record is entitled to one vote at the Annual Meeting for each share of common stock held by such stockholder on the Record Date. Stockholders do not have cumulative voting rights. Stockholders may vote their shares by using the proxy card enclosed with this Proxy Statement. All proxies we receive which are properly voted, whether by signed proxy card, by telephonic or internet voting, that have not been revoked will be voted in accordance with the instructions contained in the proxy. If a proxy is received which does not specify a vote or an abstention, the shares represented by that proxy will be voted (a) for the nominees to the Board listed on the proxy card and in this Proxy Statement and (b) for the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2010.2013. We are not aware, as of the date hereof, of any matters to be voted upon at the Annual Meeting other than those stated in this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders. If any other matters are properly brought before the Annual Meeting, the enclosed proxy card gives discretionary authority to the persons named as proxies to vote the shares represented by the proxy card in their discretion.

Votes Required to Approve Each Proposal

Under Delaware law and our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, if a quorum exists at the Annual Meeting, (a) the eight nominees for director who receive the

greatest number

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of votes cast will be elected to the Board and (b) the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20102013 will be approved if itthe proposal receives the affirmative vote of the majority of the shares of common stock presentvotes cast affirmatively or represented and entitled to vote at the Annual Meeting. negatively.

Abstentions and broker non-votes will have no impact on the election of directors since they have not been cast in favor of or against any nominee. BrokerAbstentions and broker non-votes will likewise not have any effect on the proposal to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 20102013 because approval of thethis proposal is based solely on the number of shares entitled to vote. Abstentions will have the same effect as votes cast against either of these proposals.affirmatively or negatively.

Revocability of Proxies

A stockholder of record may revoke a proxy at any time before it is voted at the Annual Meeting by (a) delivering a proxy revocation or another duly executed proxy bearing a later date to the Secretary of our Company at 149 Commonwealth Drive, Menlo Park, California 94025 or (b) attending the Annual Meeting and voting in person. Attendance at the Annual Meeting will not revoke a proxy unless the stockholder actually votes in person at the meeting.

Solicitation of Proxies

The proxy card accompanying this Proxy Statement is solicited by theour Board. We will pay all of the costs of soliciting proxies. In addition to solicitation by mail, our officers, directors and employees may solicit proxies personally, or by telephone, without receiving additional compensation. We, if requested, will pay brokers, banks and other fiduciaries that hold shares of common stock for beneficial owners for their reasonable out-of-pocket expenses of forwarding these materials to stockholders.

Householding of Proxy Materials

Householding is a procedure approved by the Securities and Exchange Commission, or the SEC, under which stockholders who have the same address and last name and do not participate in electronic delivery of proxy materials will receive only one copy of our Proxy Statement from a company, single bank, broker or other intermediary, unless one or more of these stockholders notifies us, the bank, broker or other intermediary that they wish to continue to receive individual copies. At the present time, we do not “household” for any of our stockholders of record. However, as explained below, your bank, broker or other intermediary may be householding your account if you hold your shares in street name.

If you hold shares in street name, your bank, broker or other intermediary may be delivering only one copy of our Proxy Statement to multiple stockholders of the same household who share the same address, and may continue to do so, unless your bank, broker or other intermediary has received contrary instructions from one or more of the affected stockholders in the household. If you are such a beneficial holder, contact your bank, broker or other intermediary directly in order to receive a separate set of our proxy materials.

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NOMINEES TO BOARD OF DIRECTORS

At the Annual Meeting, the stockholders will vote on the election of seveneight directors, each to serve for a one-year term until the annual meeting of stockholders in 20112014 and until their successors are qualifiedduly elected and elected.qualified.

The name, age as of April 30, 201017, 2013 and principal occupation of each person nominated for election to the Board, all of whom currently serve as our directors, are set forth below:

The directors are elected at each annual meeting of stockholders, or special meeting in lieu thereof. The directors serve for a one-year term until the next annual meeting of stockholders and until their successors are duly elected and qualified. In addition to the information presented below regarding each director’s specific experience, qualifications, attributes and skills that led our Board to the conclusion that each individual should serve as a director, we also believe that all of our director nominees have a reputation for integrity, honesty and adherence to high ethical standards. They each have demonstrated business acumen and an ability to exercise sound judgment, as well as a commitment of service to us and our Board. Our Board believes that the backgrounds and qualifications of the directors, considered as a group, provide a significant mix of experience, knowledge and abilities that allows the Board to fulfill its responsibilities.

James N. Wilsonhas served as a director and as Chairman of theour Board since 1999. In addition, since 2005, Mr. Wilson has been the Chairman of the Board of NuGEN Technologies, Inc., a provider of systems for genomic analysis. From 2002 to 2009, he served as athe lead independent director of Amylin Pharmaceuticals, Inc., a publicly-traded biopharmaceutical company, and from 1996 to 2001 Mr. Wilson was Chairman of the Board of Amira Medical, Inc., which was acquired by Hoffmann-La Roche A.G. From 1991 to 1994, he was Chief Operating Officer of Syntex Corporation, which was acquired by Roche Holding, Ltd. From 1989 to 1990, Mr. Wilson was Chairman and Chief Executive Officer of Neurex Corporation, which was acquired by Elan Corporation plc, and from 1982 to 1988, Mr. Wilson was Chief Executive Officer of LifeScan, Inc., which was acquired by Johnson & Johnson Company. Mr. Wilson received his B.A. and M.B.A. from the University of Arizona. Our Board selected Mr. Wilson to serve as a director because he brings to theour Board of Directors extensive experience in the biotechnology industry, evidenced by nearly 30 years of representing biotechnology companies as a director or officer.

Joseph K. Belanoff, M.D.is a co-founder of our company and has served as a member of theour Board and as our Chief Executive Officer since 1999. Dr. Belanoff is currently a clinical faculty member and has held various positions in the Department of Psychiatry and Behavioral Sciences at Stanford University since 1992. From 1997 to 2001, he served as the Director of Psychopharmacology at the outpatient division of the Palo Alto Veterans Affairs Hospital. Dr. Belanoff received his B.A. from Amherst College and his M.D. from Columbia University’s College of Physicians & Surgeons. AsOur Board selected Dr. Belanoff to serve as a director because, as our Chief Executive Officer, Dr. Belanoffhe brings expertise and knowledge regarding our business and operations to our Board of Directors. Dr. Belanoff also has expertise in clinical medicine and psychopharmacology.

G. Leonard Baker, Jr. has served as a member of theour Board of Directors since 1999. Since 1973, Mr. Baker has been a Managing Director of the General Partner of Sutter Hill Ventures, a venture capital firm.firm in Palo Alto, CA. Mr. Baker currently serves on the board of Youku Inc., a publicly traded company, where he is a member of the Audit and Compensation Committees. He also serves on the boards of a number of private companies. Mr. Baker received his B.A. from Yale University and his M.B.A. from Stanford University. Mr. Baker hasBaker’s contributions as a director include his broad experience and expertise in advising companies including expertise in capital raising, strategic transactions and operations.

Joseph C. Cook, Jr.Daniel M. Bradburyhas served as a member of our Board since October 2012. Mr. Bradbury is the founder and Managing Member of BioBrit, LLC, a life sciences consulting firm and investment fund. Mr. Bradbury served as President and Chief Executive Officer of Amylin Pharmaceuticals, Inc. (Amylin) from March 2007 until its acquisition by Bristol-Myers Squibb Company in August 2012. From June 2006 until August 2012 he was a member of Amylin’s board of directors and served on its Finance and Risk Management Committee. Mr. Bradbury served as Amylin’s President (2006 to 2007), Chief Operating Officer (2003 to 2006) and Executive Vice President (2000 to 2003) and held a variety of sales and marketing positions (1994 to 2003). Before joining Amylin, Mr. Bradbury worked in marketing and sales roles for ten years at SmithKline Beecham Pharmaceuticals. He currently serves on the boards of directors and is a member of board committees of the following publicly-traded companies: Illumina, Inc., (Audit and Compensation Committees), Geron Corporation (Audit Committee) and BioMed Realty (Compensation Committee and Nominating and Governance Committee). Mr. Bradbury also serves on the board of trustees of the Keck Graduate Institute, the Investor Growth Capital Advisory Board, and the BioMed Ventures Advisory Committee. Mr. Bradbury currently serves on the University of DirectorsCalifornia San Diego’s Rady School of Management’s Advisory Council and the University of Miami’s Innovation Corporate Advisory Council. He received a Bachelor of Pharmacy from Nottingham University and a Diploma in Management Studies from Harrow and Ealing Colleges of Higher Education in the United Kingdom. Our Board selected Mr. Bradbury to serve as a director because he brings to our Board extensive experience in operations and management in the pharmaceutical industry.

Joseph C. Cook, Jr.has served as a member of our Board since 2002. Mr. Cook is a founder and currently serves as Chairman of the Boarddirector of Ironwood Pharmaceuticals, Inc., a publicly traded biotechnology company.company, and served as Chairman of its board from 1998 to 2010. Mr. Cook is a principal, director and co-founder of Mountain Group Capital, LLC, a private investment company, and a principal, director and founder of The Limestone Fund, a recipient of the State of Tennessee TNInvestco award. He is a founder and serves as chairman of the board of Clinical Products, a private company marketing a medical food for people with diabetes. Mr. Cook served as chairman of Amylin Pharmaceuticals, Inc. from 1998 to 2009 and was chief executive officer from 1998 to 2003. He spent 28 years at Eli Lilly and Co., or Lilly, retiring from

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Lilly in 1993 as a Group Vice-President. In 2009, Mr. Cook received the Pinnacle Award for Life Science Leadership from the Rady School of Management at the University of California at San Diego. In 1999, Mr. Cook also received from the University of Tennessee, The Nathan W. Dougherty Award for Distinguished Service in the Engineering Profession.Profession from the University of Tennessee. Mr. Cook received a Bachelor’s Degreehis B.S. in Engineering from the University of Tennessee in 1965. Our Board selected Mr. Cook to serve as a director because he brings to our Board of Directors extensive experience in the pharmaceutical industry.

Patrick G. Enright has served as a member of theour Board of Directors since April 2008. He is a founder of Longitude Capital, Management Co., LLC, a venture capital firm focused on investments in biotechnologypharmaceutical and medical technology companies, and has served as its Managing Director since 2006. From 2002 through 2006, Mr. Enright was a Managing Director of Pequot Ventures, a venture capital investment firm, where he co-led the life sciences investment practice. Prior to Pequot, he was a Managing Member responsible for the Delta Opportunity Fund, where he invested in privately-held and publicly-traded biotechnology companies, such as SUGEN, Inc. and Cephalon, Inc. Mr. Enright began his investment career at PaineWebber Development Corporation, a direct investment group focused primarily on biotechnology companies. Mr. Enright also has significant life sciences operations experience. He was CFO and Senior Vice President Business Development of Valentis, Inc. (now Urigen Pharmaceuticals, Inc.) and Senior Vice President Finance and Business Development of Boehringer Mannheim Pharmaceuticals (now Hoffmann-La Roche). Mr. Enright beganexperience, beginning his life sciences career 24more than 25 years ago at Sandoz (now Novartis)., a pharmaceutical company. He currently serves on the boards of Corceptdirectors of several privately held companies and Jazz Pharmaceuticals plc, a numberpublicly traded pharmaceutical company, where he serves as a member of privately-held companies.the Audit and Compensation Committees. In the past five years he also served as a director of Threshold Pharmaceuticals Inc. and Sequenom Inc. Mr. Enright has served within the last five years on the Board of Directors of Infacare Pharmaceuticals, Xanodyne Pharmaceuticals, Jazz Pharamceuticals, Threshold Pharmaceuticals, Sequenomreceived a B.S. from Stanford

University and Valentis. Mr. Enright holds an M.B.A. from the Wharton School of Business at the University of PennsylvaniaPennsylvania. As a venture capital investor focused on life science companies and a B.S. in Biological Sciences from Stanford University. Mr. Enrightsomeone who has extensive knowledge of finance and experience in the biotechnology industry.

James A. Harper has served as a member of the Board of Directors since October 2004. Mr. Harper held various positions with Eli Lilly, from which he retired in 2004. Mr. Harper served as Group Vice President and Chief Marketing Officer from 2001 to 2004 and as President, Diabetes and Growth Disorders Business Unit / Product Group from 1994 to 2001. He was a Vice President, Global Pharmaceutical Marketing, from 1993 to 1994 and was President and CEO, Advanced Cardiovascular Systems, Inc. from 1991 to 1993. Mr. Harper also serves on the Board of Directors of Zymogenetics, Inc., including membership on the Audit and Compensation Committees, and the Board of Directors of Phenomix Corporation, where he serves as the Chairman of the Board and a member of the Compensation Committee. Zymogentetics, Inc. and Phenomix Corporation are both biotechnology companies. Mr. Harper served on the Board of Directors of Anesiva, Inc., a biotechnology company, from 2007 through 2008, including as a member of the Compensation Committee. He is also an advisor for Nomura Phase4 Ventures. Mr. Harper received his B.A. from Vanderbilt University and his M.B.A. from The Wharton School of Business. He has spent over 30 yearsworked in the pharmaceutical industry, Mr. Enright brings to our board of directors both operating experience and healthcare industries andfinancial expertise in marketing.the life sciences industry.

David L. Mahoney is a private equity investor who has served as a member of theour Board since July 2004. From 1999 to 2001, Mr. Mahoney served as co-CEO of McKesson HBOC, Inc., a healthcare supply management and information technology company and as CEO of iMcKesson LLC, a healthcare management and connectivity company. He joined McKesson Corporation in 1990 as Vice President for Strategic Planning. Prior to joining McKesson, Mr. Mahoney was a principal with McKinsey & Company, a management consulting firm, where he worked from 1981 to 1990. Mr. Mahoney serves on the Board of Symantec Corporation (Symantec), a publicly-traded software technology company, including as a member of the Compensation and Nominating and Governance Committees. Mr. Mahoney also served as a member of the Audit Committee of Symantec from 2003 to 2011. He also serves on the Board of Directors of Symantec Corporation,several privately-held organizations including Adamas Pharmaceuticals, Inc., San Francisco Museum of Modern Art and Mercy Corps and NCPB, Inc.,is a public television and radio operator.Trustee of the Schwab/Landis Family of Funds. Mr. Mahoney servedalso serves on the Board of Directors of Tercica,Northern California Public Broadcasting, Inc., a pharmaceutical company, from 2004 through 2008, including as a member of the Auditnon-profit public television and Compensation committees. Tercica was acquired by the Ipsen Group in 2008.radio operator. Mr. Mahoney received his B.A. from Princeton University and his M.B.A. from Harvard University. Our Board selected Mr. Mahoney to serve as a director because he brings to our Board of Directors extensive experience in pharmaceutical distribution, fiscal management and in operating and advising technology companies.

Joseph L. Turner is a retired financial executive who has served as a member of our Board since August 2010. Mr. Turner was Senior Vice President of Finance and Administration and Chief Financial Officer at Myogen, Inc., a therapeutics company focused on cardiovascular disease, from 1999 until its acquisition by Gilead Sciences, Inc. in November 2006. Prior to Myogen, Inc., he served as Vice President, Finance and Chief Financial Officer at Centaur Pharmaceuticals, Inc., a privately-held biopharmaceutical company, from 1997 to 1999 and as Vice President, Finance and Chief Financial Officer of Cortech, Inc. from 1992 to 1997. From 1979 to 1991, Mr. Turner worked at Lilly, where he held a variety of financial management positions both within the United States and abroad. Mr. Turner is currently a member of the Board of Directors of Alexza Pharmaceuticals, Inc. (Alexza), and Kythera Biopharmaceuticals (Kythera), publicly traded biotechnology companies. Mr. Turner serves as the Chair of the Audit and Ethics Committee of Alexza and of the Audit Committee of Kythera. He also serves on the Board of Directors of BioClin Therapeutics, Inc., a privately held pharmaceutical company. Mr. Turner also currently serves on the Board of Managers of Swarthmore College and of the Linda Crnic Foundation for Down Syndrome Research at the University of Colorado Medical School. Mr. Turner previously served on the Board of Directors and committees of several publicly-held biotechnology companies: member of the board and chair of the Audit Committee of Allos Therapeutics, Inc. (acquired by Spectrum Pharmaceuticals); member of the board and Audit Committee of QLT, Inc. and SGX Pharmaceuticals, Inc., (acquired by Lilly). Mr. Turner also served previously on Board of Directors and committees of privately-held biotechnology companies: director and Chairman of the Audit Committee of NovaCardia, Inc. (acquired by Merck & Co., Inc.) and director of Sequel Pharmaceuticals, Inc. and ApopLogic Pharmaceuticals, Inc. Mr. Turner received his M.B.A. from the University of North Carolina at Chapel Hill, an M.A. in Molecular Biology from the University of Colorado at Boulder and a B.A. in Chemistry from Swarthmore College. Our Board selected Mr. Turner to serve as a director because he brings to our Board more than 30 years of experience in financial management and fiscal oversight of biotechnology companies.

There are no family relationships among any of our directors or executive officers.

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DIRECTOR NOMINATION

The information below describes the criteria and process that the NominatingCorporate Governance and Corporate GovernanceNominating Committee uses to evaluate candidates to the Board.

NominatingCorporate Governance and Corporate GovernanceNominating Committee. Our NominatingCorporate Governance and Corporate GovernanceNominating Committee currently consists of Joseph C. Cook, Jr. (Chairman), Joseph L. Turner and James N. Wilson. The Nominating and Corporate Governance and Nominating Committee did not meetmet twice during 2009.2012. The Nominating and Corporate Governance and Nominating Committee is responsible for identifying individuals qualified to serve as members of the Board, recommending to the independent members of the Board nominees for election as our directors and providing oversight with respect to corporate governance and ethical conduct. The Board has determined that Mr. Cook is anand Mr. Turner are “independent director”directors” for NASDAQ purposes. Although Mr. Wilson is our employee and therefore not an “independent director” for NASDAQ purposes, our director nomination process meets applicable NASDAQ requirements because our director nominees are selected by the independent members of the Board.Board in votes in which only independent directors participate. The NominatingCorporate Governance and Corporate GovernanceNominating Committee has a written charter, a copy of which is available on our website at www.corcept.com.www.corcept.com.

The information below describes the criteria and process that the NominatingCorporate Governance and Corporate GovernanceNominating Committee uses to evaluate candidates to the Board.

Board Membership Criteria. The NominatingCorporate Governance and Corporate GovernanceNominating Committee is responsible for assessing the appropriate balance of experience, skills and characteristics required of the Board. Nominees for director are selected on the basis of depth and breadth of experience, knowledge, integrity, ability to make independent analytical inquiries, understanding of our business environment, the willingness to devote adequate time to Board duties, the interplay of the candidate’s experience and skills with those of other Board members, and the extent to which the candidate would be a desirable addition to the Board and any Committees of the Board. Although there is no specific policy regarding diversity in identifying director nominees, both the NominatingCorporate Governance and Corporate GovernanceNominating Committee and the Board seek the talents and backgrounds that would be most helpful to us inwhen selecting director nominees. In particular, the NominatingCorporate Governance and Corporate GovernanceNominating Committee, when recommending director candidates to the full Board for nomination, may consider whether a director candidate, if elected, assists in achieving a mix of Board members that represents a diversity of background and experience. In addition, the NominatingCorporate Governance and Corporate GovernanceNominating Committee seeks to ensure that at least a majority of the directors are independent under the rules of the NasdaqNASDAQ Stock Market, that the Audit Committee and Compensation Committee are each composed entirely of independent directors, and that members of the Audit Committee possess such accounting and financial expertise as the NasdaqNASDAQ Stock Market requires.

Stockholders Proposals for Nominees. The NominatingCorporate Governance and Corporate GovernanceNominating Committee will consider written proposals from stockholders for nominees for director. Any such nominations should be submitted to the NominatingCorporate Governance and Corporate GovernanceNominating Committee c/o the Secretary of our Company and should include (at a minimum) the following information: (a) all information relating to such nominee that is required to be disclosed pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended, or Exchange Act, including such person'sperson’s written consent to being named in the proxy statement as a nominee and to serving as a director if elected; (b) the name(s) and address(es) of the stockholder(s) making the nomination and the number of shares of our common stock which are owned beneficially and of record by such stockholder(s); and (c) appropriate biographical information and a statement as to the qualifications of the nominee, and should be submitted in the time frame described in our Amended and Restated Bylaws and under the caption, “Stockholder Proposals”Proposals for the 2014 Annual Meeting” below.

Process for Identifying and Evaluating Nominees. The NominatingCorporate Governance and Corporate GovernanceNominating Committee initiates the process for identifying and evaluating nominees to the Board by identifying a slate of candidates who meet the criteria for selection as nominees and have the specific qualities or skills being sought based on

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input from members of the Board, management and, if the Nominating and Corporate Governance and Nominating

Committee deems appropriate, a third-party search firm. In addition, pursuant to the Securities Purchase Agreement, dated as of March 14, 2008, we have agreed to take all necessary steps to have one designee of Longitude Venture Partners, L.P., one of our significant stockholders, nominated for election to our Board, subject to compliance with relevant NasdaqNASDAQ Stock Market rules and regulations and approval of the nominee by the Nominating and Corporate Governance Committee.and Nominating Committee for so long as Longitude Venture Partners, L.P. beneficially owns at least 5% of our issued and outstanding common stock. Candidates, including candidates proposed by Longitude Venture Partners, L.P., are evaluated by the NominatingCorporate Governance and Corporate GovernanceNominating Committee on the basis of the factors described above under “Board Membership Criteria.”

With respect to candidates for initial election to the Board, the NominatingCorporate Governance and Corporate GovernanceNominating Committee also reviews biographical information and qualifications and checks the candidates'candidate’s references. Qualified candidates are interviewed by at least one member of the NominatingCorporate Governance and Corporate GovernanceNominating Committee. Serious candidates meet, either in person or by telephone, with all members of the NominatingCorporate Governance and Corporate GovernanceNominating Committee and as many other members of the Board as practicable.

Using the input from interviews and other information obtained, the NominatingCorporate Governance and Corporate GovernanceNominating Committee evaluates which of the prospective candidates is qualified to serve as a director and whether the committee should recommend to the independent members of the Board that the Board nominate, or elect to fill a vacancy with, a prospective candidate. Candidates recommended by the NominatingCorporate Governance and Corporate GovernanceNominating Committee are presented to the independent members of the Board for selection as nominees to be presented for the approval of the stockholders or for election to fill a vacancy. The NominatingCorporate Governance and Corporate GovernanceNominating Committee expects that a similar process will be used to evaluate nominees recommended by stockholders.

Nominees to the Board of Directors for the Annual Meeting. The nominees for the Annual Meeting were recommended for selection by the NominatingCorporate Governance and Corporate GovernanceNominating Committee and were selected by the independent members of the Board.

BOARD MEETINGS AND COMMITTEES

The Board met fivetwelve times during 2009.2012. In addition to the NominatingCorporate Governance and Corporate GovernanceNominating Committee, which is described above, the Board has standing Audit and Compensation Committees. The Audit Committee met foursix times and the Compensation Committee met twice. The Nominating and Corporate Governance and Nominating Committee did not meetmet twice during 2009.2013. Each member of the Board attended 75% or more of the total number of Board meetings and meetings of Board committees on which such Board member served.

We have a policy of encouraging all directors to attend the annual stockholder meetings. SevenSix of our directors attended the 20092012 annual stockholder meeting.

Audit Committee.Committee. The Audit Committee currently consists of Joseph L. Turner (Chairman), Patrick G. Enright and David L. Mahoney (Chairman), Joseph C. Cook, Jr. and Patrick G. Enright.Mahoney. The Board has determined that all members of the Audit Committee are independent directors under the rules of the NasdaqNASDAQ Stock Market and each of them is able to read and understand fundamental financial statements. TheIn addition, the Board has determined that David L. Mahoney qualifies as an “Audit Committee financial expert” as defined by the ruleseach member of the SEC.Audit Committee also satisfies the independence requirements of Rule 10A-3(b)(1) of the Exchange Act. The Board has determined that Mr. Enright is independent even though he falls outside the “safe harbor” definition set forth in Rule 10A-3(e)(1)(ii) under the Exchange Act because Longitude Venture Partners, LP and its affiliates own in excess of 10% of our common stock. Among other things, the Board considered Mr. Enright’s history of service and the percentage of common stock held by others, and it determined that he is not an “affiliated person” of our company who would be ineligible to serve on the audit committee.Audit Committee. The Board has determined that each of Messrs. Turner, Mahoney and Enright qualifies as an “Audit Committee financial expert” as defined by Item 407(d)(5) of Regulation S-K of the Securities Act and the Exchange Act. The purpose of the Audit Committee is to oversee ourthe accounting and financial reporting processes and audits of our financial statements.statements audits. The responsibilities of the Audit Committee include appointing and providing for the compensation of the

independent registered public registered accounting firm to conduct the annual audit of our accounts, reviewing the scope and results of

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the independent audits, reviewing and evaluating internal accounting policies, and approving all professional services to be provided to us by our independent registered public registered accounting firm. The Audit Committee has a written charter, a copy of which is available on our website at www.corcept.com.www.corcept.com.

Compensation Committee. The Compensation Committee currently consists of G. Leonard Baker, Jr. (Chairman), James A. HarperDaniel M. Bradbury, Joseph C. Cook, Jr., and David L. Mahoney. The Board has determined that all members of the Compensation Committee are independent directors under the rules of the NasdaqNASDAQ Stock Market. The Compensation Committee administers our benefit plans, reviews and administers all compensation arrangements for executive officers, and establishes and reviews general policies relating to the compensation and benefits of our officers and employees. The Compensation Committee has a written charter, a copy of which is available on our website at www.corcept.com.www.corcept.com. Pursuant to the Compensation Committee’s charter, the Compensation Committee may delegate its authority and responsibilities as it deems proper to members of the Compensation Committee or to a subcommittee.

BOARD LEADERSHIP STRUCTURE AND ROLE IN RISK OVERSIGHT

Board Leadership Structure.In accordance with our Amended and Restated Bylaws, our Board appoints our officers, including our Chief Executive Officer. Our Board does not have a policy on whether the role of the Chairman of the Board and Chief Executive Officer should be separate and, if it is to be separate, whether the Chairman of the Board should be selected from the non-employee directors or be an employee and if it is to be combined, whether a lead independent director should be selected. However, our Board is committed to corporate governance practices and values independent board oversight as an essential component of strong corporate performance. For example, fivesix of our seveneight current directors qualify as independent according to the rules and regulations of NASDAQ. In February 2010,January 2013, our Board undertook a review of the independence of each director and considered whether any director has a material relationship with us that could compromise his ability to exercise independent judgment in carrying out his responsibilities. As a result of this review, our Board determined that the following current directors are “independent” under current Nasdaq rules:rules and regulations of NASDAQ:

G. Leonard Baker, Jr.

Daniel M. Bradbury

Joseph C. Cook, Jr.

Patrick G. Enright

James A. Harper

David L. Mahoney

Joseph L. Turner

Currently, we separate the roles of Chief Executive Officer and Chairman of the Board in recognition of the differences between the two roles. The Chief Executive Officer is responsible for setting the strategic direction for our company and the day-to-day leadership and performance of our company, while the Chairman of the Board provides guidance to the Chief Executive Officer and management and sets the agenda for board meetings and presides over meetings of the full Board. Mr.Dr. Belanoff, our Chief Executive Officer, is an employee of our company and is therefore not “independent” under the rules of NasdaqNASDAQ Stock Market. Mr. Wilson, our Chairman of the Board, is an employee of our company and is therefore not “independent” under the rules of NasdaqNASDAQ Stock Market. Our Board believes that the current board leadership structure is appropriate for our company and our stockholders at this time.

Risk Oversight.The Board oversees our company’s risk exposures and risk management of various parts of the business, including appropriate guidelines and policies to minimize business risks and major financial risks and the steps management has undertaken to control them. In its risk oversight role, the Board reviews our strategic plan at least annually, which includes an assessment of potential risks facing us. While the Board has the ultimate oversight responsibility for the risk management process, various committees of the Board also have

responsibility for risk management. Our Audit Committee is responsible for overseeing management of our risks relating to accounting matters, financial reporting and SEC compliance. Our Compensation Committee is responsible for overseeing the management of risks relating to our company’s executive compensation plans and

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arrangements. In addition, in setting compensation, the Compensation Committee strives to create incentives that do not encourage risk-taking behavior that is inconsistent with our company’s business strategy. Our NominatingCorporate Governance and Corporate GovernanceNominating Committee is responsible for overseeing management of our risks associated with the independence of our Board and potential conflicts of interest. Each committee regularly reports to the full board of directors.

COMMUNICATIONS WITH DIRECTORS

Stockholders or other interested parties may communicate with any director or committee of our Board by writing to them c/o Secretary, Corcept Therapeutics Incorporated, 149 Commonwealth Drive, Menlo Park, California 94025. Comments or questions regarding our accounting, internal controls or auditing matters will be referred to members of the Audit Committee. Comments or questions regarding the nomination of directors and other corporate governance matters will be referred to members of the Nominating and Corporate Governance and Nominating Committee.

CODE OF ETHICS

We have adopted a code of ethics that applies to all of our officers and employees, including our principal executive officer and our principal financial officer, a copy of which is available on our website at www.corcept.com. We will also deliver a copy of our code of ethics to any stockholder, without charge, upon written request to Corcept Therapeutics Incorporated, 149 Commonwealth Drive, Menlo Park, California 94025, Attention: Secretary, or upon oral request by calling (650) 327-3270.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The current members of our Compensation Committee are G. Leonard Baker, Jr., James A. HarperDaniel M. Bradbury, Joseph C. Cook, Jr., and David L. Mahoney. None of the members of our Compensation Committee is currently, or has been, an officer or employee of our company. No interlocking relationship exists, or in the past year has existed, between any member of our Compensation Committee and any member of any other company’s board of directors or compensation committee. Messrs Baker, Cook and Mahoney each participated in the 2012 Warrant Financing as described in “Certain Relationships and Related Transactions” below, either in an individual capacity or through related entities.

INFORMATION CONCERNING EXECUTIVE OFFICERS

The names ofInformation relating to our executive officers their ages as of April 30, 2010 and certain other information about them are set forth below:

Joseph K. Belanoff, M.D. Biographical information regarding Dr. Belanoff is set forth under “Nominees to Board of Directors.”

Robert L. Roe, M.D. joined our company as President in October 2001. Dr. Roe has spent more than 30 years in the pharmaceutical and biotechnology industries. From 1999 to 2001, he served as President and Chief Executive Officer of Allergenics, Inc. From 1996 to 1999, he was Executive Vice President, Chief Operating Officer and a director of Cytel Corporation. From 1995 to 1996, he was Executive Vice President, Chief

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Operating Officer and a director of Chugai Biopharmaceuticals, Inc. From 1992 to 1995, Dr. Roe served as President of the Development Research Division and Senior Vice President of Syntex Corporation. Dr. Roe received his B.A. from Stanford University and his M.D.incorporated by reference herein from the Universitysection captioned “Executive Officers” contained in Part I, Item 1 of California, San Francisco.

Caroline M. Loewy joined our company as Chief Financial Officer in November 2008. From 2006-2008, Ms. Loewy served as Chief Financial Officer of Poniard Pharmaceuticals, a publicly traded biopharmaceutical company. From 2004-2006 she acted as an independent consultant to a variety of biopharmaceutical companies advisingAnnual Report on corporate strategy, business development, and financing. Ms. Loewy spent 14 years in equity research and corporate finance. From 2000-2004 she was an Executive Director in biotechnology equity research at Morgan Stanley, providing fundamental analysis and recommendations to investors, as well as strategic advisory services to corporate clients. She was also a Managing Director in biotechnology equity research at Prudential Securities and held positions in corporate finance at BankAmerica. Ms. Loewy holds a BA degree from the University of California, Berkeley, and an MBA/MS degree from Carnegie Mellon University.

Anne M. LeDoux joined our company as Controller in 2004 and was promoted to the position of Vice President, Controller and Chief Accounting Officer in April 2007. Ms. LeDoux has over 15 years of financial and accounting management experience with public pharmaceutical and biotechnology companies. Prior to joining our company in 2004, Ms. LeDoux served in various financial positions at Aviron, Roche Biosciences and Syntex Corporation. She was also Vice President and Chief Financial Officer at the Northern California Health Center and Vice President, FinanceForm 10-K for the Children’s Hospital of San Francisco. Ms. LeDoux is a Certified Public Accountant and has over 13 years of experience in public accounting, primarily at Coopers and Lybrand. Ms. LeDoux received her Bachelor of Arts degree in Business fromyear ended December 31, 2012, filed with the University of Massachusetts and a law degree from Western New England College, School of Law.

9SEC on March 15, 2013.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth information regarding ownership of our common stock as of April 21, 20105, 2013 or earlier date for information based on filings with the SEC by (a) each person known to us to own more than 5% of the outstanding shares of our common stock, (b) our directors, (c) our Chief Executive Officer and each other executive officer named in the compensation tables appearing later in this proxy statement and (d) all directors and executive officers as a group. The information in this table is based solely on statements in filings with the SEC or other information we believe to be reliable. Percentage of ownership is based on 67,031,36299,814,250 shares of common stock outstanding as of April 21, 2010.5, 2013. Beneficial ownership is determined in accordance with the rules of the SEC, and includes voting and investment power with respect to the shares. Shares of common stock subject to outstanding options and warrants exercisable within 60 days of April 21, 20105, 2013 are deemed outstanding for computing the percentage of ownership of the person holding such options or warrants, but are not deemed outstanding for computing the percentage of any other person.

     * Less than 1% of our outstanding common stock.

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therein. The address for Longitude Capital is 800 El Camino Real, Suite 220, Menlo Park, California 94025. Mr. Enright is a member of our Board of Directors and a managing member of Longitude Capital Partners, LLC, the general partner of each of Longitude Venture Partners, LP, and Longitude Capital Associates, L.P.

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(9)

Includes (a) 725,014 shares that may be acquired by Dr. BelanoffMr. Wilson within 60 days of April 21, 20105, 2013 pursuant to options.options, (b) 1,954,511 shares held by the James N. Wilson and Pamela D. Wilson Trust, (c) 891,774 shares held by the James and Pamela Wilson Family Partners and (d) 17,652 shares that may be acquired by the James and Pamela Wilson Family Partners within 60 days of April 5, 2013 pursuant to a warrant. Mr. Wilson has voting power over the shares held by the James N. Wilson and Pamela D. Wilson Trust and the James and Pamela Wilson Family Partners pursuant to voting agreements. Mr. Wilson disclaims beneficial ownership of all of such shares, except to the extent of his pecuniary interest therein.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As a matter of policy, all related-party transactions between us and any of our officers, directors, or principal stockholders, are reviewed and approved by our Audit Committee, as set forth in our Audit Committee charter, or a majority of the independent and disinterested members of our Board, are on terms no less favorable to us than could be obtained from unaffiliated third parties and are in connection with bona fide business purposes.

Paperboy Note Receivable. On February 6, 2009, we collected a note receivable of $6.0 million from Paperboy Ventures, LLC that had been issued in March 2008 in connection with a private placement of our

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common stock and warrants. The note was collected in full, including all accrued interest to that date and expenses associated with the note. Allen Andersson, the chairman of Paperboy Ventures, LLC, was a member of our Board from June 2007 to June 2009.

October 20092012 Warrant Financing.On October 12, 2009, we entered into a definitive agreement with certain accredited investors for the private placement of 12,596,475 shares of our common stock and warrants to purchase 4,408,773 shares of our common stock, which we refer to as the October 2009 Financing. The securities were sold at a purchase price of $1.43 per unit, which consisted of one share of common stock and a warrant to purchase 0.35 shares of common stock. The warrants have a three-year term and an exercise price of $1.66 per share. The October 2009 Financing, which closed on October 16, 2009, generated net proceeds of approximately $17.3 million, after deducting costs of issuance.

Investors participating in the October 2009 Financing included funds managed by or investors affiliated with existing stockholders, Longitude Venture Partners, L.P., Sutter Hill Ventures and Alta Partners. The investors also included trusts and other entities related to members of our Board of Directors, including G. Leonard Baker, Jr., Joseph C. Cook, Patrick G. Enright, David L. Mahoney and Edward E. Penhoet, Ph.D., who was a member of our Board of Directors at the time of the October 2009 Financing. Mr. Enright is a managing member of Longitude Capital Partners, which is the general partner of Longitude Venture Partners, L.P. Mr. Baker is a partner and managing director of Sutter Hill Ventures. Dr. Penhoet is a director of Alta Partners. The participation in the October 2009 Financing by these investors, to whom we refer collectively as the October 2009 Related Parties, are set forth in the table below:

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In connection with the October 2009 Financing, we entered into a Registration Rights Agreement, or the October 2009 Registration Rights Agreement, with the investors in the October 2009 Financing, including the October 2009 Related Parties. Pursuant to the October 2009 Registration Rights Agreement, we agreed to prepare and file a registration statement with the SEC to register the resale of the shares, the shares of common stock issuable upon exercise of the warrants and any shares of common stock issued as a dividend or other distribution with respect to the shares or shares underlying the warrants. This registration statement was filed on November 16, 2009 and declared effective by the SEC on January 26, 2010. We also agreed, among other things, to indemnify the selling stockholders under the registration statement, including the October 2009 Related Parties, from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of any selling stockholder) incident to our obligations under the October 2009 Registration Rights Agreement.

Preemptive Rights.    In addition, in connection with the October 2009 Financing, we granted each investor preemptive rights to purchase its pro rata share of all common stock or common stock equivalents, that we may, from time to time, propose to sell and issue, other than certain excluded securities, commencing from and after October 16, 2009 until the unblinded data from our Phase 3 Cushing’s Syndrome trial is generally available to and known by the public.

Warrant Financing.    On April 21, 2010March 29, 2012 certain existing investors, who had participated in the October 2009 Financing, including the related parties below, which we refer to collectively as the Purchasers, who had participated in a private placement in April 2010, which we refer to as the 2010 Warrant Financing, Related Parties, exercised the warrants they purchased in the October 20092010 Warrant Financing. For purposes of this section, we refer to this transaction as the 2012 Warrant Financing. The exercise price of these warrants was $1.66$2.96 per share, resulting in gross proceeds to us of approximately $7.1$12.4 million. Conditioned onIn connection with the investors’ agreement toPurchasers’ exercise of their existing warrants, on April 21, 2010,March 29, 2012, we entered into a definitive agreement, which we refer to as the Purchase Agreement, with such investorsPurchasers to raise approximately $0.5 million in additional gross proceeds in a private placement through the sale of warrants to purchase an aggregate of approximately 4.34.2 million shares of the our common stock. The warrants were sold at a price of $0.125 per share of common stock underlying these warrants. The warrants have a three-year term and a per share exercise price of $2.96.$4.05. The closing of the 2012 Warrant Financing occurred on April 21, 2010.March 29, 2012.

In connection with the 2012 Warrant Financing, the Warrant Financing Related Partiesfollowing related parties purchased the shares of common stock and warrants at the aggregate purchase prices set forth below:

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On April 21, 2010,In connection with the Purchase Agreement, on March 29, 2012, we also entered into a Registration Rights Agreement, or the Registration Rights Agreement, with the purchasers inPurchasers. Pursuant to the Warrant Financing pursuant to whichRegistration Rights Agreement, we agreed to prepare and file a registration statement with the SEC on or prior to May 31, 20102012 for

purposes of registering the resale of the shares underlying the warrants and any shares of common stock issued as a dividend or other distribution with respect to the such shares. We agreed to use our reasonable best efforts to cause this registration statement to be declared effective by the SEC within 90 days after the closing of the Transactionstransactions (105 days in the event the registration statement is reviewed by the SEC). We also agreed, among other things, to indemnify the selling holders under the registration statement from certain liabilities and to pay all fees and expenses (excluding underwriting discounts and selling commissions and all legal fees of any selling holder) incident to our obligations under the Registration Rights Agreement.

March 2008 Financing.On March 25, 2008, we closed the sale of shares of our common stock and warrants We filed a registration statement pursuant to purchase shares of our common stock to certain accredited investors, including the related parties below, which we refer to collectively as the March 2008 Related Parties, in a private placement, which we refer to as the March 2008 Financing, generating gross proceeds of approximately $25.3 million, after collection of the note receivable issued by Paperboy Ventures LLC related to this financing of $6.0 million. The securities were sold at a purchase price of $2.77 per share of common stock and $0.125 per warrant. The warrants have a three-year term and an exercise price of $2.77 per share.

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In connection with the March 2008 Financing, the March 2008 Related Parties purchased the shares of common stock and warrants at the aggregate purchase prices set forth below:

Issuance of Shares of Common Stock in Settlement of Liquidated Damages.    In addition, on November 11, 2008, we entered into an Amendment to Registration Rights Agreement, or Amendment, which amended the Registration Rights Agreement dated as of March 14, 2008, or Original Agreement,on May 24, 2012 and it was declared effective by and among us and the

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investors in the March 2008 Financing described above, which we refer to as the Holders. Pursuant to the Amendment,SEC on NovemberJune 11, 2008, we agreed to issue an aggregate of 883,155 shares of our common stock, valued at $1.45 per share (the closing market price of our common stock on the NASDAQ Capital Market on November 11, 2008) as full satisfaction for approximately $1.3 million in liquidated damages owed to the Holders under the Original Agreement. In settlement of the liquidated damages discussed above, the March 2008 Related Parties received shares of common stock as liquidated damages in the amounts and at the values set forth below:2012.

Dr. Roe Promissory Note.    We entered into an agreement with Robert L. Roe, M.D., our President, dated October 18, 2001, pursuant to which Dr. Roe received an option to purchase 250,000 shares of our common stock with an exercise price of $0.75 per share and a loan in the amount of $187,250, subject to interest rate of 6.5% and evidenced by a full-recourse promissory note to us to finance the exercise of the option. Through December 2009, Dr. Roe had repaid $99,705 of the principal of the loan plus accrued interest, leaving a total remaining balance of $87,545 plus accrued interest in the amount of $52,340 for a total combined balance of $139,885.

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Severance and Change in Control Agreements.During 2008, weWe have entered into Amendedseverance and Restated Severance and Changechange in Control Agreementscontrol agreements with each of our executive officers: Joseph K. Belanoff, M.D., Chief Executive Officer; Robert L. Roe, M.D., President; Caroline M. Loewy, Chief Financial Officer, and AnneM. LeDoux, Chief Accounting Officer. The terms of the agreements are identical.officers. The agreements provide that, if employment is terminated without cause or for good reason regardless of whether it is in connection with a change in control, the executive will be eligible for 12 months of his or her then current base salary and continued health insurance coverage for this same period. In addition, the agreements provide for the full vesting of all outstanding equity awards in the event the executive’s employment is terminated without cause or for good reason within 18 months following a change in control.

During 2008, we also entered into an Amended and Restated Severance and Change in Control Agreement with James N. Wilson, Chairman of the Board of Directors. The agreement with Mr. Wilson provides that if his employment or service on the Board terminates involuntarily without cause or good reason within eighteen months of a change in control all of his outstanding equity awards shall become fully vested.

Abbrah Engagement.    On May 23, 2008 the Board of Directors approved the engagement of Abbrah Publishing LLC, or Abbrah, a firm in which the son of James N. Wilson, our Chairman of the Board, is a principal, to assist us in the preparation and placement of materials to facilitate the recruitment of patients in its Cushing’s Syndrome trial, based on, among other things, the special qualifications of Abbrah and its willingness to accept performance-based compensation of its services. Compensation to Abbrah is based the number of patients actually enrolled in the study based on their materials. An initial payment was due upon patient enrollment, with an additional amount due if the patient completes the study. During the term of the agreement, the Company recorded expense of $42,000 as compensation to Abbrah in connection with these services assuming patient completion in the study. No additional amounts are expected to be incurred under this agreement.

Director Indemnification Agreements.We have entered into indemnification agreements with our directors and executive officers. Such agreements require us, among other things, to indemnify itsour officers and directors, other than for liabilities arising from willful misconduct of a culpable nature, and to advance their expenses incurred as a result of any proceedings against them as to which they could be indemnified.

See “Director Compensation” for a discussion of our director compensation policy.

CODE OF ETHICS

We have adopted a Code of Ethics that applies to all of our directors, officers and employees, including our principal executive officer, our principal financial officer and our principal accounting officer, a copy of which is available on our website at www.corcept.com. We intend to disclose on our website at www.corcept.com any amendment to, or waiver of, any provision of our Code of Ethics applicable to our directors and executive officers required to be disclosed under the rules of the SEC and NASDAQ.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Under Section 16(a) of the Exchange Act and SEC rules, our directors, executive officers and beneficial owners of more than 10% of any class of our equity securitysecurities are required to file periodic reports of their ownership, and changes in that ownership, with the SEC. Based solely on our review of copies of these reports and representations of such reporting persons, we believe that, during 2009,the year ended December 31, 2012, such SECreporting persons met all applicable Section 16(a) filing requirements, were satisfied.with the exception of the following: one late Form 4 filing for Mr. Baker with respect to one transaction.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The Compensation ObjectivesCommittee of our Board is delegated the primary responsibility for our executive compensation program, which is intended to provide compensation packages for our named executive officers that are appropriately competitive within our industry, provide rewards for significant corporate performance and are appropriate for our stage of development. Compensation packages are designed to encourage a balanced focus on both short- and long-term goals. Direct compensation consists of a base salary, periodic cash bonuses for the achievement of significant corporate milestones and long-term equity incentive awards.

For

This section discusses the principles underlying our policies and decisions with respect to the compensation of our executive officers who are named in the “2012 Summary Compensation Table” and the material factors relevant to an analysis of these policies and decisions. Our named executive officers for 2012 were as follows: Joseph K. Belanoff, M.D., our Chief Executive Officer, Robert L. Roe, M.D., our President, Caroline M. Loewy,G. Charles Robb, our Chief Financial Officer, Steven Lo, our Vice President of Commercial Operations and Anne LeDoux, our Vice President and Controller (Chief Accounting Officer),.

Executive Summary

During 2012, we had significant development, operational and financing accomplishments. Following is a summary of our principal activities and accomplishments over the course of the year.

Executive Compensation 2012 Program Overview

Based on our compensation philosophy, pay program structure and company and individual performance, our Compensation Committee took the following actions with respect to the compensation for our named executive officers or NEOs,for 2012:

Base Salary. For our named executive officers, base salary for 2012 reflected an increase of 3%, as compared to the base salary of 2011, consistent with the increase provided to all company employees.

Bonus in February 2012. In accordance with our practice of awarding bonuses for the achievement of significant milestones, in February 2012, our Compensation Committee and Board approved discretionary cash bonus payments to our named executive officers and all other employees then currently employed with us based upon the approval by the FDA for the marketing of Korlym, our first approved product, as well as other important corporate accomplishments. These awards reflect our achievement of significant corporate milestones, as well as the individual contribution to overall corporate performance by each named executive officer. As discussed herein, the magnitude of the 2012 bonus awards were based primarily on the significance to the company and its stockholders of the receipt of the FDA approval of Korlym and includes a reflection of the significance of our development, operational and pre-commercial accomplishments during the year as discussed above and the fact that accomplishments related to clinical trials and research activities often require more than a one year time span to complete.

Equity Awards. During 2012, the Compensation Committee and Board granted an option to purchase shares of our common stock to Steven Lo, our Vice President of Commercial Operations and, in January 2013, granted options to all of our named executive officers and employees as an incentive toward continued service to

the company. The size of these stock awards were based on the level of compensation that the Chief Executive Officer and members of our Compensation Committee and Board believed was appropriate for each position based on the magnitude of the responsibilities of each role, the depth of the experience of the individual officers and the breadth of the company’s goals.

Strong Stockholder Support for our Compensation Decisions

At our annual stockholder meeting in 2011, our stockholders approved the 2010 compensation of our named executive officers, with over a 97% approval rating. In light of this strong support, the Compensation Committee made no significant changes to the overall design of our compensation programs during 2012 and 2013. The Compensation Committee will continue to work to ensure that management’s interests are aligned with our stockholders’ interests to support long-term value creation. Our next advisory vote to approve our named executive officers’ compensation will be held at our 2014 annual stockholder meeting.

Compensation Principles and Objectives

Compensation for our named executive officers is intended to be performance-based, with the exception of such NEOs’named executive officer’s base salary. The Compensation Committee believes that compensation paid to NEOsour named executive officers should be closely aligned with our performance on both a short-term and long-term basis, linked to specific, measurable results intended to create value for stockholders, and that such compensation should assist us in attracting and retaining key executives critical to our long-term success.

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In establishing compensation for executive officers, the following are the Compensation Committee’s objectives:

Our overall compensation program is structured to attract, motivate and retain highly qualified executive officers by paying them competitively, consistent with our success and their contribution to that success. WeGiven the long product development cycles in our business, we believe compensation should be structured to ensure that a portion of compensation opportunity will be directly related to our stock performance and other factors that directly and indirectly influence long-term stockholder value. Accordingly, we set goals designed to link each NEO’snamed executive officer’s compensation to our corporate performance, such as the attainment of clinicaldevelopment and operational goals and meeting agreed upon financial targets.

We provide a base salary to our executive officers. Additionally, consistentConsistent with our performance-based philosophy, we reserve the largest potential compensation awards for performance- and incentive-based programs for our seniornamed executive management team, comprised of the Chief Executive Officer, President, Chief Financial Officer and Chief Accounting Officer.officers. Such programs include stock options grants designed to provide compensation opportunities if milestones are attained that increase our market value, such as positive results in clinical trials, are attained.trials. Incentive-based programs provide compensation in the form of both cash and equity, to reward for both short-term and long-term performance. The Compensation Committee allocates total compensation between cash and equity compensation based on the Compensation Committee

members’ knowledge of compensation practices in the biotechnology and specialty pharmaceutical industries. The balance between equity and cash compensation among members of the seniorfor our named executive management team, all four of whom are NEOs,officers is evaluated annually to align the interests of management with stockholders through both shortshort- and long termlong-term incentives.

The Chairman of the Board and the members of the Compensation Committee are seasoned executives of, consultants to, or venture capitalists with investments in the biotechnology and specialty pharmaceutical industry. Collectively they have served as board and compensation committee members of many public and privately held companies including Amylin Pharmaceuticals, Inc., Ironwood Pharmaceuticals, Inc., NuGen Technologies, Inc., Neurex Corporation, Praecis Pharmaceuticals, Inc., Syntex Corporation, Tercica, Inc. and Zymogenetics Inc. As a result of this extensive involvement in the compensation of executives in these and other companies, we believe that the Chairman of the Board and the members of the Compensation Committee collectively have developed a clear understanding and knowledge of the compensation structures that are necessary to attract, motivate and retain management talent.

Determination of Compensation

The Compensation Committee is providedcharged with the primary authority to determine and recommend the compensation awards available to our executive officers for approval by the Board of Directors.Board. Based on the Compensation Committee members’ collective understanding of compensation practices in similar companies in the biotechnology and specialty pharmaceutical industry, our executive compensation package consists of the following elements, in addition to the employee benefit plans in which all employees may participate:

To aid the Compensation Committee in making its determination, our Chief Executive Officer provides recommendations annually to the Compensation Committee regarding the compensation of all other executive officers. Each NEO in turn, participates in an annual performance review with our Chief Executive Officer to provide input about theirofficers (other than himself) based on the overall corporate achievements during the period being assessed and his knowledge of the individual contributions to our success forby each of the period being assessed.named executive officers. The overall performance of our seniornamed executive managementofficers as a team is reviewed annually by the Compensation Committee.

We set base salary structures and any grants of stock options based on the Compensation Committee members’ collective understanding of compensation practices in the biotechnology and specialty pharmaceutical industry and such members’ experiences as seasoned executives, consultants, board and compensation committee members, or investors in similar biotechnology and specialty pharmaceutical industry companies.

Tax Considerations

A goal of theIn making its compensation determinations, our Compensation Committee is to comply withconsiders the requirementsimpact of Internal Revenue Code Section 162(m) of the Internal Revenue Code of 1986, as amended, which limits the tax deductibility by us of annual compensation in excess of $1,000,000 paid to our Chief Executive Officer and any of our three other most highly compensated executive officers, other than our Chief Financial Officer. However, performance-based compensation that has been approved by our stockholders is excluded from the $1,000,000 limit if, among other requirements, the compensation is payable only upon the attainment of pre-established, objective performance goals and the committee of our Board of Directors that establishes such goals consist only of non-employee directors.

While the tax impact of any compensation arrangement is one factor to be considered, such impact is evaluated in light of the Compensation Committee’s overall compensation philosophy and objectives. The Compensation Committee will consider ways to maximize the deductibility of executive compensation, while

retaining the discretion it deems necessary to compensate officers in a manner commensurate with performance and the competitive environment for executive talent. From time to time, the Compensation Committee may award compensation to our executive officers which isthat may not be fully deductible if it determines that such award is consistent with its philosophy and is in our and our stockholders’ best interests.

Certain option grants made under our equity plans are intended to be structured so that any compensation deemed paid upon the exercise of those options is intended to qualify as performance-based compensation that is not subject to the $1,000,000 limitation.

Elements of Executive Compensation

BASE COMPENSATIONBase Compensation

We pay base salaries to provide fixed compensation based on the Compensation Committee’s assessment of competitive market practices. Due to the Compensation Committee’s collective experience with similar companies in the biotechnology and specialty pharmaceutical industry, the Compensation Committee has intricateintimate knowledge and understanding of what the industry demands in order to motivate and retain our executive officers. We provide each NEOnamed executive officer with a base salary that was established by extensive negotiations with each NEOnamed executive officer when such individual first joined us as an employee or was promoted to the position of executive officer. Base salaries havedid not changedchange in 20092012 as compared to 20082011 other than for annual merit adjustments of

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3% per year that were approved by the Compensation Committee and applied equally to all employees. While base salaries are not considered by the Internal Revenue Service to constitute performance-based compensation, each year the Compensation Committee reviews the CEO’sChief Executive Officer’s base salary to determine if a change is appropriate based on Company performance, such as the commercialization of Korlym and our progress on research and development programs. Similarly, the CEOChief Executive Officer reviews the base salary of the other NEOsnamed executive officers and has the ability tomay propose a changechanges in base salary based on performance to the Compensation Committee. Other than the annual merit increases that the Compensation Committee has approved, no formulaic base salary increases are provided to the NEOs.named executive officers.

PERFORMANCE-BASED COMPENSATIONPerformance-Based Compensation

Performance Goals and Periodic Performance-Based Cash CompensationCompensation.

We structure our compensation programs to reward executive officers based on our performance. This allows executive officers to receive bonus compensation in the event certain specified corporate performance measures are achieved. To date, we have not instituted an annual performance-based cash compensation or annual performance-based equity compensation program because theprogram. The Compensation Committee believes that the compensation objective to ensure that executive officers’ compensation is aligned with our corporate strategies, business objectives and the long-term interests of our stockholders is achieved when milestone successessignificant milestones are met, such as the approval of a new product, meeting the predetermined endpoints in our clinical trials.trials, demonstrating progress in our research program and completing financing transactions. The achievement of these types of milestones does not necessarily correspond with annual performance periods.periods; for example, no bonus awards were made in 2011.

Performance-based cash compensation has been awarded in some past years primarily to recognize the attainmentaccomplishment of certain accomplishments of value enhancing milestones such as successful financing transactions, initiation of clinical trials and positive results in clinical trials. The Compensation Committee believes that performance-based compensation should be based on achievement of certainthese types of milestone successes, such assuccesses. The Chief Executive Officer reviews the attainmentperformance of predetermined end-points in our clinical trials, successful financing transactionsthe other named executive officers and commencement of certain clinical trials. No bonuses were awardedmay propose bonus and equity compensation for these individuals to the NEOsCompensation Committee.

As discussed above, in accordance with our practice of making bonus awards only on the achievement of significant milestones, in February 2012, upon the FDA approval for 2009.the marketing of Korlym, our Compensation Committee and Board approved cash bonus payments to our named executive officers and all other employees.

The bonus amounts approved in February 2012 to our named executive officers were as follows:

For each named executive officer, the bonus amount was based on his or her relative individual contribution to our success and the breadth of his or her sphere of responsibility, which are enumerated below.

Long-Term Performance-Based Equity Incentive ProgramProgram.

Our executive officers, along with all of our employees, are eligible to participate in our awarding of stock options under our 2004 Equity2012 Incentive Award Plan. As discussed above, we believe, with our performance-based approach to compensation, that equity ownership in the Companyour company is important to tie the ultimate level oflink an executive officer’s compensation to the performance of our stock and stockholder gains while creating an incentive for sustained growth. We have, thus far, only used stock options as the long-term performance-based equity incentive vehicle because the Compensation Committee believes that stock options maximize an executive officers’officer’s incentive to increase our stock price and maximize stockholder value, (i.e.because there is no financial gain to an executive officer unless our stock price appreciates).appreciates.

Equity compensation in the form of incentive or non-qualified stock options is awarded by the Compensation Committee from time to time. The size and the timing of each grant is based on a number of factors, including the executive officer’s salary, such executive officer’s contributions to the achievement of our

financial and strategic objectives, the value of the stock option at the time of grant, the possible value of the option if we achieve our objectives and industry practices and norms from the collective knowledge of the Compensation Committee as seasoned executives of, consultants to, board and compensation members of, and venture capitalists with investments in similar companies in the industry. The relative weight given to each of these factors varies among individuals at the Compensation Committee’s discretion. There is no set formula for the granting of stock options to individual executives and employees. Grants also may be made following a significant change in job responsibility or in recognition of a significant achievement.

Stock options granted to NEOsour named executive officers under the various stockequity incentive plans generally have a four or five-yearmulti-year vesting schedule in order to provide an incentive for continued employmentemployment. These vesting schedules are generally either four or five years depending on the date of the initial option grant. In addition, a portion of the stock option awards granted to Dr. Belanoff in 2009, and to Dr. Roe in 2009 and 2011 were performance-based grants that vested, in their entirety, upon the approval by the FDA in February 2012 of the NDA for Korlym. (See footnote 2 to the “Summary Compensation Table” and footnotes 4 and 5 to the table of “Outstanding Equity Awards At Fiscal Year-End” presented below.) Stock option awards generally expire ten years from the date

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of the grant. This provides a reasonable time frame in which to provide the executive officer with the possibility of price appreciation of our shares. The exercise price of options granted under the stock plans is 100% of the fair market value of the underlying stock on the date of grant.

During 2009,2012, the Board approved the grant of an option to purchase 200,000 shares of our common stock to Steven Lo, our Vice President of Commercial Operations. In January 2013, the Board approved the grant of options to purchase shares of our common stock to our named executive officers in the following amounts: 800,000 shares to Joseph K. Belanoff, M.D., our Chief Executive Officer; 200,000 shares to Robert L. Roe, M.D., our President; 200,000 shares to G. Charles Robb, our Chief Financial Officer; 100,000 shares to Steven Lo, our Vice President of Commercial Operations and 100,000 shares to Anne LeDoux, our Vice President and Controller (Chief Accounting Officer). These option awards vest over a four year period at the rate of 2.08334% on each monthly anniversary of the grant dates of the individual awards. These awards were given to the officers as an incentive toward continued service to the company. The size of these stock awards were based on the level of compensation that the Chief Executive Officer and members of our Compensation Committee and Board of Directors approvedbelieved was appropriate for each position based on the award of stock option grants to Joseph K. Belanoff, our CEO, Robert L. Roe, our President, and Anne M. LeDoux, our Vice President, Controller and Chief Accounting Officer. A portionmagnitude of the vestingresponsibilities of each role, the depth of the awards to Dr. Belanoff and Dr. Roe in the amounts of 500,000 shares and 200,000 shares, respectively, is subject to a performance-based condition under which these options will vest in their entirety upon the approvalexperience of the NDA for our Company’s first product byindividual officers and the FDA. The remainderbreadth of the option awardscompany’s goals.

Severance and Change in the amounts of 500,000 shares, 200,000 shares and 125,000 shares granted respectively to Dr. Belanoff, Dr. Roe and Mrs. LeDoux vest monthly on a pro-rata basis over a four-year period from the date of grant.

SEVERANCE AND CHANGE IN CONTROL ARRANGEMENTSControl Arrangements

We entered into Severance and Change in Control Agreements with each of our named executive officers to encourage continued attention and dedication to duties without distraction arising from the possibility of aan involuntary termination of employment or change in control of our company and provide the business with a smooth transition in the event of such a termination of employment or change in control. The terms of the agreements are identical. For a detailed description of the Severance and Change in Control Agreements, see “Potential Payments Upon Termination or Change in Control – Severance and Change in Control Agreements” below.

These severance and change in control arrangements are designed to retain these executives in these key positions as we compete for talented executives in the marketplace where such protections are commonly offered. These arrangements provide benefits to encourage the executives to continue to provide necessary or desirable service to us during a change in control and to ease the transition of the executives due to an unexpected employment termination by us due to changes in our employment needs.

OTHER ELEMENTS OF COMPENSATION AND PERQUISITESOther Elements of Compensation and Perquisites

401(k) Plan. We have a Section 401(k) Savings/Retirement Plan, or 401(k) Plan, to cover our eligible employees and any designated affiliate. The 401(k) Plan permits our eligible employees to defer up to 100% of their annual compensation, subject to certain limitations imposed by the Internal Revenue Code. The employees’

elective deferrals are immediately vested and non-forfeitable upon contribution to the 401(k) Plan. We currently make no matching contributions to the 401(k) Plan. Our employees are eligible to participate in the 401(k) Plan, as well as the insurance programs discussed below, on the first day of the month coinciding with or immediately following the first day of employment.

Medical Insurance. We, at our sole cost, provide to each eligible employee (including each NEO)named executive officer), and his or her spouse and children such health, dental and optical insurance as we, in our sole discretion, may from time to time make available to our otheremployees. Such insurance programs are part of a compensation program designed to facilitate our ability to attract and retain employees ofas we compete for talented individuals in the same level of employment.marketplace where such benefits are commonly offered.

Life and Disability Insurance. We, at our sole cost, provide each eligible employee (including each named executive officer) such disability and/or life insurance as we, in our sole discretion, may from time to time make available to our employees. Such insurance programs are part of an overall broad-based total compensation program designed to facilitate our ability to attract and retain employees as we compete for talented individuals in the marketplace where such benefits are commonly offered.

Life and Disability Insurance.    We provide each eligible employee (including each NEO) such disability and/or life insurance as we in our sole discretion may from timePolicies with Respect to time make available to our other employees of the same level of employment. Such insurance programs are part of an overall broad-based total compensation program designed to facilitate our ability to attract and retain employees as we compete for talented individuals in the marketplace where such benefits are commonly offered.

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POLICIES WITH RESPECT TO EQUITY COMPENSATION AWARDSEquity Compensation Awards

We grant all stock option awards based on the fair market value as of the date of grant. We do not have a policy of granting stock option awards at other than the fair market value.value of our common stock. The exercise price for each stock option grants is determined by looking at the fair market value ofbased on the last quoted price per share on the NasdaqNASDAQ Capital Market on the date of grant. We do not have a policy and do not intend to have a policy or practice to select option grant dates for executive officers in coordination with the release of material non-public information.

We also have an insider trading policy that prohibits our named executive officers and Board members from engaging in short-term or speculative transactions in our stock, including short sales.

SUMMARY COMPENSATION TABLESummary Compensation Table

The following table provides compensation information for the years ended December 31, 2009, 20082012, 2011 and 20072010 for each of our named executive officers.

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GRANTS OF PLAN-BASED AWARDS DURING 2009Grants of Plan-Based Awards During 2012

The following table summarizes the grants of stock and option awards we made to the named executive officers in 2009.2012.

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(3)

There were no new option grants during 2012 to Drs. Belanoff and Roe, to Mr. Robb or to Ms. LeDoux.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-ENDOutstanding Equity Awards At Fiscal Year-End

The following table summarizes unexercised options that have not vested and related information for each of our named executive officers as of December 31, 2009.2012.

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OPTION EXERCISES AND STOCK VESTED

None of our named executive officers exercised stock options during 2009. To date, no stock awards have been granted to any of our named executive officers.

PENSION BENEFITSOption Exercises in 2012

The following table includes certain information with regard to options exercised by our named executive officers during 2012.

Pension Benefits

None of our named executive officers participate in or have account balances in qualified or non-qualified defined benefit plans sponsored by us.

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NONQUALIFIED DEFERRED COMPENSATIONNonqualified Deferred Compensation

None of our named executives participate in or have account balances in non-qualified defined contribution plans or other deferred compensation plans maintained by us.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROLPotential Payments Upon Termination or Change in Control

Severance and Change in Control Agreements

We have entered into Severance and Change in Control Agreements with each of our named executive officers: Joseph K. Belanoff, M.D., Chief Executive Officer; Robert L. Roe, M.D., President; Caroline M. Loewy, our Chief Financial Officer, and Anne M. LeDoux, Vice President and Controller (Chief Accounting Officer).officers. The terms of the agreements are identical. The agreements provide that, if employment is terminated by us without cause or by the executive for good reason regardless of whether it is in connection with a change in control, the executive will be eligible for 12 months of his or her then current base salary and continued health insurance coverage for such 12-month period. In addition, the agreements provide for the full vesting of all outstanding equity awards in the event the executive employment is terminated by us without cause or by the executive for good reason within 18 months following a change in control. The receipt of any severance will be subject to the executive signing and not revoking a separation agreement and release of claims in a form reasonably acceptable to us within 60 days following executive’s termination of employment. No severance will be paid or provided until the separation agreement and release of claims becomes effective.

The following table reflects compensation payable to each named executive officer under a change in control or various employment termination events. The amounts shown below assume that (i) a change in control of our company occurred on December 31, 2012 or (ii) eachsuch named executive officer terminated employment with our company was effective as of December 31, 2009,2012, and estimatesestimate the value to the named executive officer as a result of each triggering event.

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EquityRisk Assessment of Compensation Plan InformationPrograms

Our Compensation Committee and Board have determined that our compensation policies, plans and practices are appropriately balanced and do not create risks that are reasonably likely to have a material adverse effect on the Company. To make this determination, they reviewed the compensation policies, plans and practices for our executive officers and employees assessing such features as design, payment methodology, relationship to the Company’s performance and length of performance period, and oversight and controls as compared to the compensation practices that they have seen in similar companies in our stage of development. During the review several risk mitigating factors inherent in the Company’s compensation practices were noted,

including the Compensation Committee’s and management’s discretion in approving executive and employee compensation and establishing performance goals for short- and long-term compensation plans, the balance between fixed and variable pay and the mix of short- and long-term incentives that encourage consistent performance over a sustained period, thus aligning the interests of our executive officers and employees with that of our stockholders.

EQUITY COMPENSATION PLAN INFORMATION

The following table provides information as of December 31, 20092012 with respect to the shares of our common stock that may be issued under all of our existing equity compensation plans, includingwhich consist of the 2012 Incentive Award Plan, the 2004 Equity Incentive Plan and the 2000 Stock Option Plan.