Rhythm Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On September 18, 2024 Rhythm Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders. At the close of business on the July 24, 2024 record date (the “Record Date”), there were (i) 61,130,640 shares of the Company’s common stock outstanding, of which each share of common stock was entitled to one vote; and (ii) 150,000 shares of the Company’s Series A convertible preferred stock (“Convertible Preferred Stock”) outstanding, of which 90,000 shares were entitled to vote (each share of Convertible Preferred Stock being entitled to a number of votes equal to 20.8333 shares of common stock per $1,000 liquidation preference of Series A convertible preferred stock). As a result, there were a total of 63,005,638 eligible votes as of the record date. A total of 53,945,997 votes were present online or represented by proxy at the meeting, representing approximately 85.6% of the total eligible votes as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Company’s amended and restated definitive proxy statement filed with the Securities and Exchange Commission on August 7, 2024.
Item 1 - Election of three Class I Directors to serve until the 2027 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.
| NOMINEE | Votes FOR | Votes WITHHELD | Broker Non-Votes | |||
| Stuart A. Arbuckle | 45,585,464 | 6,530,701 | 1,829,832 | |||
| Christophe R. Jean | 45,017,705 | 7,098,460 | 1,829,832 | |||
| Lynn A. Tetrault | 45,485,067 | 6,631,098 | 1,829,832 |
Item 2 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 53,844,430 | 69,539 | 32,028 | 0 |
Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 50,612,289 | 1,487,317 | 16,559 | 1,829,832 |
Item 4 - Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.
| Votes FOR | Votes AGAINST | Votes ABSTAINED | Broker Non-Votes | |||
| 32,739,796 | 19,359,379 | 16,990 | 1,829,832 |
Based on the foregoing votes, Stuart A. Arbuckle, Christophe R. Jean, and Lynn A. Tetrault were elected as Class I Directors, and Items 2, 3 and 4 were approved.
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 hereunto duly authorized.
| RHYTHM PHARMACEUTICALS, INC. | ||
| Date: September 19, 2024 | By: | /s/ Hunter Smith |
| Hunter Smith | ||
| Chief Financial Officer | ||