UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
(e) Amendment to Amended 2015 Stock Plan
On June 25, 2024, the stockholders of Madrigal Pharmaceuticals, Inc. (the “Company”) approved an amendment and restatement of the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan (as amended and restated, the “Amended Plan”) to, among other things, (1) increase the total number of shares of common stock available for issuance by 750,000 shares, subject to appropriate adjustment in the event of any stock dividend, stock split or other similar event affecting our common stock in accordance with the terms of the Amended Plan, (2) extend the duration of the Amended Plan by 10 years (through April 23, 2035), (3) incorporate applicability of the Company’s clawback policies, which provide the Company the ability to seek recovery of all incentive awards, including time-based equity incentive awards; and (4) add a one-year minimum vesting requirement for all awards granted after the Company’s 2024 Annual Meeting of Stockholders (the “Annual Meeting”).
The material terms and conditions of the Amended Plan have been previously described under Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A (beginning on page 57) filed with the Securities and Exchange Commission (the “SEC”) on April 29, 2024 (the “Proxy Statement”). The description of the Amended Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K. The summary is qualified in its entirety by the full text of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 2024 Annual Meeting of Stockholders
The Company held the Annual Meeting on a virtual basis at 9:00 a.m., Eastern time, on Tuesday, June 25, 2024. As of April 26, 2024, the record date for the Annual Meeting, the Company had 21,284,598 shares of its common stock outstanding and entitled to vote, of which 18,565,975 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote, constituting a quorum, at the Annual Meeting.
(b) Annual Meeting Voting Results
The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting. These matters are described in more detail in the Proxy Statement filed with the SEC on April 29, 2024.
Proposal No. 1: The Company’s stockholders elected each of the three Class II nominees named below to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.
| Class II Nominee |
Votes For | Votes Withheld |
Broker Non-votes |
|||||||||
| Bill Sibold |
16,222,905 | 154,896 | 2,188,174 | |||||||||
| Rebecca Taub, M.D. |
16,045,750 | 332,051 | 2,188,174 | |||||||||
| Fred B. Craves, Ph.D. |
14,311,451 | 2,066,303 | 2,188,221 | |||||||||
Proposal No. 2: The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 18,444,828 | 110,517 | 10,630 | — |
Proposal No. 3: The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers as described in the Proxy Statement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 15,585,020 | 781,212 | 11,522 | 2,188,221 |
Proposal No. 4: The Company’s stockholders approved an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of common stock available for issuance by 750,000 and extend its duration by 10 years until April 23, 2035, as described in the Proxy Statement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 15,941,045 | 428,537 | 8,219 | 2,188,174 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
| Exhibits |
Description | |
| 10.1 | Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan, as amended and restated as of June 25, 2024. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL file) | |
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.
| MADRIGAL PHARMACEUTICALS, INC. | ||||||
| Date: June 27, 2024 | By: | /s/ Mardi C. Dier | ||||
| Mardi C. Dier | ||||||
| Senior Vice President and Chief Financial Officer | ||||||