UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 17, 2022 (
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Emerging growth company
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Item 5.07 Submission of Matters to a Vote of Security Holders.
(a) 2022 Annual Meeting of Stockholders
The Company held the Annual Meeting on a virtual basis via internet at 9:00 a.m., Eastern time, on Wednesday, June 15, 2022. As of April 27, 2022, the record date for the Annual Meeting, the Company had 17,103,395 shares of its common stock outstanding and entitled to vote, of which 14,783,850 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 May 2, 2022.
Proposal No. 1: The Company’s stockholders elected each of the three Class III nominees named below to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s 2025 annual meeting of stockholders and until their respective successors are duly elected and qualified.
| Class III Nominee |
Votes For |
Votes Withheld |
Broker Non-votes | |||
| Keith Gollust | 9,614,291 | 2,151,943 | 3,017,615 | |||
| Richard Levy, M.D. | 10,485,539 | 1,280,695 | 3,017,615 | |||
| David Milligan, Ph.D. | 11,649,813 | 116,421 | 3,017,615 |
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, 2022.
| Votes For |
Votes Against |
Votes Abstaining |
Broker Non-Votes | |||
| 14,712,949 | 19,842 | 51,058 | — |
Proposal No. 3: The Company’s stockholders approved, on an advisory basis (with the affirmative vote of 99.0% 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 | |||
| 11,637,547 | 111,932 | 16,755 | 3,017,615 |
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 17, 2022 | /s/ Brian J. Lynch | |||||
| Brian J. Lynch | ||||||
| Senior Vice President and General Counsel | ||||||
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