Item 2.02 Results of Operations and Financial Condition.
On March 19, 2020, Phathom Pharmaceuticals, Inc. (the “Company”) issued a press release announcing its financial results for the fourth quarter and year ended December 31, 2019. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
In accordance with General Instruction B.2of Form 8-K, the information in this Current Reporton Form 8-K, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 17, 2020, the board of directors of the Company appointed Mark Stenhouse to the board as a Class I director, effective immediately, with an initial term expiring at the 2020 annual meeting of stockholders of the Company. Mr. Stenhouse will serve on the audit committee the board. Mr. Stenhouse has served as General Manager, Screening Business Unit at Exact Sciences Corporation, a biotechnology company, since April 2018. Previously, from October 2016 until March 2018, Mr. Stenhouse served as Vice President, U.S. Immunology of AbbVie, Inc., a biopharmaceutical company, where he oversaw U.S. expansion into the immunology marketplace. From April 2010 until September 206, Mr. Stenhouse served as Vice President and Vice President/General Manager, U.S. Immunology—Gastroenterology Franchise at AbbVie. From September 2006 through March 2010, Mr. Stenhouse held various senior management, marketing and sales positions within Abbott Laboratories’ U.S. Immunology division. Mr. Stenhouse earned a bachelor’s degree in business administration from the College of Charleston.
In connection with his appointment to the board, Mr. Stenhouse received an option to purchase 20,000 shares of common stock of the Company, in accordance with the Company’sNon-Employee Director Compensation Program as described below. The option award will have a term of ten years from the date of grant and will vest and become exercisable over three years, subject to Mr. Stenhouse’s continued service on the board through the applicable vesting date. Mr. Stenhouse will also receive cash compensation for his service on the board in accordance with the Company’sNon-Employee Director Compensation Program. Mr. Stenhouse will enter into the Company’s standard indemnification agreement for directors, the form of which was filed as Exhibit 10.11 to the Company’s Registration Statement on FormS-1, initially filed with the Securities and Exchange Commission on September 30, 2019.
There are no arrangements or understandings between Mr. Stenhouse 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 RegulationS-K) between Mr. Stenhouse and the Company. The board has determined that Mr. Stenhouse meets the applicable independence requirements of the Nasdaq Stock Market.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
