Mirum Pharmaceuticals (MIRM) 8-K Departure of Directors or Certain Officers

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 5, 2023

Mirum Pharmaceuticals, Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware	001-38981	83-1281555
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

950 Tower Lane
Suite 1050
Foster City, California	94404
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s Telephone Number, Including Area Code: 650 667-4085

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, par value $0.0001 per share	MIRM	Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)

On April 5, 2023, the Board, upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Timothy Walbert to the Board, effective immediately. Mr. Walbert will serve as a Class I director, with an initial term expiring at the Company’s 2023 Annual Meeting of Stockholders.

Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Mr. Walbert was granted a stock option to purchase 34,000 shares of the Company’s common stock in connection with his appointment to the Board, which will vest in three equal annual installments measured from the date of grant, subject to Mr. Walbert’s continuous service as of each such date. In addition, in accordance with the Policy, Mr. Walbert will also receive an annual cash retainer of $45,000 for his Board service, which will be pro-rated for 2023. In addition, commencing with the Company’s 2023 Annual Meeting of Stockholders, Mr. Walbert will be eligible to receive an annual option grant to purchase 17,000 shares of the Company’s common stock, which amount shall be pro-rated in accordance with the Policy by the number of full months served on the Board as of such meeting, rounded to the nearest whole share, and subject to his continuous service as of each such date.

Mr. Walbert has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Mr. Walbert and any other persons pursuant to which he 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 Mr. Walbert and the Company required to be disclosed herein.

(b)

On April 5, 2023, Niall O’Donnell, Ph.D., notified the board of directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”) of his resignation as a director of the Company and as a member of the Nominating and Corporate Governance Committee of the Board, in each case, effective as of the date of the Company’s 2023 Annual Meeting of Stockholders. Dr. O’Donnell’s resignation was not the result of any dispute or disagreement with the Company on any matter related to the Company’s operations, policies or practices.

SIGNATURES

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 thereunto duly authorized.

	Mirum Pharmaceuticals, Inc.
Date: April 6, 2023	By:	/s/ Christopher Peetz
		Christopher Peetz
		President and Chief Executive Officer