Submission of Matters to a Vote of Security


This Current Report amends the Current Report on Form 8-K filed by
Intercept Pharmaceuticals, Inc. (the “Company”) on May 27, 2021.


As previously disclosed, on May 27, 2021 at the Company’s 2021
Annual Meeting of Stockholders, the Company’s stockholders voted that an advisory vote to approve the compensation of the Company’s
named executive officers should occur every year.


In light of such vote, the Company’s Board of Directors has determined
to include a stockholder vote on the compensation of the Company’s named executive officers in the Company’s proxy materials
on an annual basis until the next required stockholder vote on the frequency of future advisory votes on named executive officer compensation.







Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.











/s/ Rocco Venezia




Rocco Venezia




Chief Accounting Officer


Date: October

, 2021




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Other recent filings from the company include the following:

Intercept Pharmaceuticals's Chief Qual. Officer & SVP Ops. just disposed of 2,455 shares - Jan. 13, 2022
Departure of Directors or Certain - Jan. 10, 2022
Statement of changes in beneficial ownership of securities - Jan. 4, 2022
SVP of Intercept Pharmaceuticals just disposed of 2,455 shares - Jan. 4, 2022
Intercept Pharmaceuticals's Chief Human Resources Officer just disposed of 1,712 shares - Jan. 4, 2022

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