Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On June 2, 2022, the Board of Directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Saira Ramasastry to the Board, effective immediately. Ms. Ramasastry will serve as a Class II director, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders. Ms. Ramasastry will initially serve on the Audit Committee of the Board and will succeed Niall O’Donnell, Ph.D. on such committee, effective immediately.
Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Ms. Ramasastry was granted a stock option to purchase 34,000 shares of the Company’s common stock in connection with her appointment to the Board, which will vest in three equal annual installments measured from the date of grant, subject to Ms. Ramasastry’s continuous service as of each such date. In addition, in accordance with the Policy, Ms. Ramasastry will also receive an annual cash retainer of $40,000 for her Board service and $10,000 for her service on the Audit Committee thereof, each of which will be pro-rated for 2022. In addition, commencing with the Company’s 2023 Annual Meeting of Stockholders, Ms. Ramasastry will be eligible to receive an annual option grant to purchase 17,000 shares of the Company’s common stock, subject to her continuous service as of each such date.
Ms. Ramasastry has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Ms. Ramasastry and any other persons pursuant to which she was selected as a director, and there are no related person transactions within the meaning of Item 404(a) of Regulation S-K promulgated by the Securities and Exchange Commission between Ms. Ramasastry and the Company required to be disclosed herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 2, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 8, 2022, the record date for the Annual Meeting, 31,815,969 shares of common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
Proposal 1. Election of Directors
The Company’s stockholders elected the three persons listed below as Class III Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:
| | | | | | |
| | | Votes For | | Votes Withheld | | Broker
Non-Votes |
Laura Brege | | 17,902,179 | | 5,742,160 | | 2,304,730 |
Michael Grey | | 18,080,299 | | 5,564,040 | | 2,304,730 |
Christopher Peetz | | 19,163,580 | | 4,480,759 | | 2,304,730 |
Proposal 2. Ratification of the Selection of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the selection by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:
| | | | | | |
Votes For | | Votes Against | | Abstentions | | Broker
Non-Votes |
| 25,925,952 | | 5,169 | | 17,948 | | — |
