false 0001783183 0001783183 2024-05-23 2024-05-23





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 23, 2024




(Exact name of registrant as specified in its charter)




Delaware   001-39094   82-4151574

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

100 Campus Drive, Suite 102

Florham Park, New Jersey 07932

(Address of principal executive offices) (Zip Code)

(877) 742-8466

(Registrant’s telephone number, include area code)


(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




Name of each exchange
on which registered

Common Stock, par value $0.0001 per share   PHAT   The Nasdaq Global Select 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 5.07. 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:



   Votes For    Withheld    Broker Non-Votes

Michael F. Cola

   24,131,545    3,121,071    10,761,030

Frank Karbe

   25,007,043    2,245,573    10,761,030

Asit Parikh, M.D., Ph.D.

   21,332,226    5,920,390    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:


Votes For


Votes Against



37,887,951   124,558   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.


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 hereunto duly authorized.


Date: May 24, 2024     By:  

/s/ Molly Henderson

      Molly Henderson
      Chief Financial and Business Officer
Document and Entity Information
May 23, 2024
Cover [Abstract]  
Amendment Flag false
Entity Central Index Key 0001783183
Document Type 8-K
Document Period End Date May 23, 2024
Entity Incorporation State Country Code DE
Entity File Number 001-39094
Entity Tax Identification Number 82-4151574
Entity Address, Address Line One 100 Campus Drive
Entity Address, Address Line Two Suite 102
Entity Address, City or Town Florham Park
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 07932
City Area Code (877)
Local Phone Number 742-8466
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.0001 per share
Trading Symbol PHAT
Security Exchange Name NASDAQ
Entity Emerging Growth Company true
Entity Ex Transition Period true

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