UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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Date of Report (Date of earliest event reported): June 18, 2021 (
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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
In April of 2021, Madrigal Pharmaceuticals, Inc. (the “Company”) approved, subject to stockholder approval, an amendment to the Company’s 2015 Amended Stock Plan (as amended, the “Plan”). Subsequent thereto, the Plan was approved by the Company’s stockholders at the 2021 annual meeting of stockholders held on June 17, 2021 (the “Annual Meeting”). The Plan amendment increased the total number of shares of common stock reserved for issuance under the Plan by 1,200,000 shares and incorporated a new policy for annual equity awards to our non-employee directors whereby grant values will be benchmarked against the 50th percentile of the Company’s peer group (the “50th Percentile Grant Value”) based on the advice of the Company’s compensation consultant. The amended terms are reflected in more detail in the Company’s definitive proxy statement, which was filed with the Securities and Exchange Commission on April 30, 2021 (the “Proxy Statement”).
The foregoing description of the Plan amendment does not purport to be complete and is qualified in its entirety by reference to the Proxy Statement description of the Plan amendment and the Plan itself, a copy of which was attached to the Proxy Statement as Annex A and which is incorporated herein by reference.
On June 17, 2021, following stockholder approval of the Plan, each non-employee director received a grant of stock options for 12,489 shares of common stock at an exercise price of $105.08 per share, the closing price for our stock on the grant date. Each such option was valued under Black-Scholes methodologies at $362,645, which was equal to the 50th Percentile Grant Value. For more detail concerning such director grant methodologies, see Exhibit A of the Proxy Statement.
Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 2021 Annual Meeting of Stockholders
The Company held the Annual Meeting on a virtual basis via internet at 9:00 a.m., Eastern time, on Thursday, June 17, 2021. As of April 26, 2021, the record date for the Annual Meeting, the Company had 16,847,127 shares of its common stock outstanding and entitled to vote, of which 14,890,939 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.
Proposal No. 1: The Company’s stockholders elected each of the two Class II nominees named below to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s 2024 annual meeting of stockholders and until their respective successors are duly elected and qualified.
| Class II Nominee |
Votes For |
Votes Withheld |
Broker Non-votes | |||
| Rebecca Taub, M.D. |
13,134,959 | 597,100 | 1,158,880 | |||
| Fred B. Craves, Ph.D. |
12,710,582 | 1,021,477 | 1,158,880 |
Proposal No. 2: The Company’s stockholders approved the Plan, including amendment provisions described above.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 12,308,854 |
— | 1,423,205 | 1,158,880 |
Proposal No. 3: 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, 2021.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 14,872,430 |
7,875 | 10,634 | — |
Proposal No. 4: The Company’s stockholders approved, on an advisory basis (with the affirmative vote of 98.31% of the votes cast FOR), the compensation of the Company’s named executive officers as described in the Proxy Statement.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 13,492,590 |
230,987 | 8,482 | 1,158,880 |
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 18 2021 | /s/ Brian J. Lynch | |||||
| Brian J. Lynch | ||||||
| Senior Vice President and General Counsel | ||||||
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