Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 25, 2022, Phathom Pharmaceuticals, Inc. (the “Company”) held its 2022 Annual Meeting of Stockholders. 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, 2022 (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 III Directors
At the annual meeting, the Company’s stockholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2025 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| | | | | | |
Directors | | Votes For | | Withheld | | Broker Non-Votes |
Heidi Kunz | | 19,413,146 | | 4,775,698 | | 5,219,941 |
David Socks | | 21,235,355 | | 2,953,489 | | 5,219,941 |
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 2022:
| | | | |
Votes For | | Votes Against | | Abstentions |
29,405,982 | | 2,245 | | 558 |
Item 8.01 Other Events.
On May 25, 2022, 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, each non-employee director receives an annual retainer of $50,000 (increased from the annual retainer of $40,000 in effect prior to such changes). Non-employee directors serving as the chairs of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $20,000, $15,000 and $10,000, respectively. Non-employee directors serving as members of the audit, compensation and nominating and corporate governance committees receive additional annual retainers of $10,000, $7,500 and $5,000, respectively. Additionally, the non-executive chairman of the Board receives an additional annual retainer of $40,000. Also under the amended Program, a new non-employee director will receive an initial grant of options to purchase 30,000 shares of our common stock upon election to the Board (which represents an increase from the initial grant of options to purchase 20,000 shares in effect prior to such changes), 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 options to purchase 15,000 shares (which represents an increase from the annual grants of options to purchase 12,500 shares in effect prior to such changes), 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.
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, 2022, and which is incorporated herein by this reference.
