Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 23, 2024, Phathom Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 12, 2024 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Class II Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as Class II directors for a three-year term expiring at the Company’s 2027 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
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|
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|
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|
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| Directors |
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Votes For |
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Withheld |
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Broker Non-Votes |
| Michael F. Cola |
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24,131,545 |
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3,121,071 |
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10,761,030 |
| Frank Karbe |
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25,007,043 |
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2,245,573 |
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10,761,030 |
| Asit Parikh, M.D., Ph.D. |
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21,332,226 |
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5,920,390 |
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10,761,030 |
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2024:
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| Votes For |
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Votes Against |
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Abstentions |
| 37,887,951 |
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124,558 |
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1,137 |
Item 8.01 Other Events.
On May 23, 2024, the Board of Directors (the “Board”) of the Company approved certain changes to the Company’s non-employee director compensation program (the “Program”), effective immediately. The Program provides for annual retainer fees and/or long-term equity awards for our non-employee directors. Under the amended Program, a new non-employee director will receive, upon election to the Board, an initial grant of 21,000 restricted stock units and options to purchase 35,000 shares of our common stock, one-third of which will vest on the first anniversary of the grant date and the remainder of which will vest in quarterly installments over the following 24 months, and each non-employee director will receive an annual grant of 10,500 restricted stock units and options to purchase 17,500 shares, vesting on the first to occur of (1) the first anniversary of the grant date or (2) the next occurring annual meeting of our stockholders, in each case, subject to the non-employee director continuing in service on our Board through such vesting date. No changes were made to the annual cash retainers payable pursuant to the Program to non-employee directors for their service on the Board and Board committees.
The foregoing summary of the Program is qualified in its entirety by the amended Program, which the Company intends to file as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2024.