UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements Of Certain Officers |
Departure of Directors
On June 15, 2023, Keith R. Gollust and David Milligan, Ph.D., each Class III directors on the Board of Directors (the “Board”) of Madrigal Pharmaceuticals, Inc. (the “Company”), resigned from the Board, effective immediately. The resignations of Mr. Gollust and Dr. Milligan are not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
Appointment of Directors; Chairman; Affiliations and Transactions
On June 15, 2023, Julian Baker and Raymond Cheong were appointed to the Board as Class III directors, effective immediately. Messrs. Baker and Cheong will serve terms lasting until the Company’s Annual Meeting of Stockholders to be held in 2025, and until their respective successors have been elected and qualified.
The Board determined that it was appropriate for the Company to institute changes to its Board governance structure and implement a separation of the Chairman and Chief Executive Officer functions effective June 15, 2023. Julian Baker was appointed to serve as the independent Chairman of the Board of Directors. Paul A. Friedman, M.D., will continue his service as the Company’s Chief Executive Officer and as a Class I director on the Board until the Company’s Annual Meeting of Stockholders to be held in 2026, and until his successor has been elected and qualified.
Messrs. Baker and Cheong will participate in the compensation arrangements applicable to the Company’s non-employee directors and Board committee members. Historical director compensation arrangements are described under “Director Compensation” in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 1, 2023 (the “Proxy Statement”).
Messrs. Baker and Cheong are affiliated with Baker Bros. Advisors LP and its related funds (collectively, “Baker Bros.”), which are significant beneficial owners of the Company’s capital stock, as disclosed in our Proxy Statement. Mr. Baker is the managing member of the general partner of Baker Bros. Advisors LP., and Mr. Cheong is a Managing Partner at Baker Brothers Investments. The information related to Baker Bros. in the Proxy Statement sections entitled “Security Ownership of Certain Beneficial Owners and Management” (regarding beneficial ownership of the Company’s capital stock) and under “Certain Relationships and Related Party Transactions” (regarding acquisitions by Baker Bros. of Company capital stock and agreements with the Company in December of 2022) are incorporated herein by reference. Mr. Baker and Mr. Cheong do not have any other direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with the appointment of Messrs. Baker and Cheong, Baker Bros. waived rights under that certain Securities Purchase Agreement, dated June 20, 2017, as amended by Amendments No. 1 and 2 (the “SPA”), to nominate a director to the Board or appoint a Board observer subject the SPA, while Mr. Baker or Mr. Cheong are on the Board, respectively.
In connection with the foregoing changes, the Company updated Board Diversity data on its website, pursuant to Nasdaq Listing Rule 5606(a), which may be found at https://ir.madrigalpharma.com.
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. | ||||||
| By: | /s/ Brian J. Lynch | |||||
| Name: | Brian J. Lynch | |||||
| Title: | Senior Vice President and General Counsel | |||||
| Date: June 16, 2023 | ||||||