UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 3, 2025, Phathom Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, stockholders voted on the matters disclosed in the Company’s definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 23, 2025 (the “Proxy Statement”). The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Election of Class III Directors
At the Annual Meeting, the Company’s stockholders elected the persons listed below as Class III directors for a three-year term expiring at the Company’s 2028 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:
| Directors |
Votes For | Withheld | Broker Non-Votes | |||||||||
| Heidi Kunz |
34,023,182 | 451,384 | 17,427,382 | |||||||||
| James Topper, M.D., Ph.D. |
26,884,171 | 7,590,395 | 17,427,382 | |||||||||
Proposal No. 2 - Ratification of Independent Registered Public Accounting Firm
The Company’s stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2025:
| Votes For | Votes Against | Abstentions | ||
| 51,670,346 | 177,785 | 53,817 |
Proposal No. 3 – Approval of the Compensation of the Named Executive Officers (“say-on-pay”)
The Company’s stockholders voted and approved, on a non-binding, advisory basis, the compensation of the named executive officers:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 24,584,781 | 8,704,739 | 1,185,046 | 17,427,382 |
Proposal No. 4 – Approval of the Frequency of Future Votes on the Compensation of the Named Executive Officers (“say-on-frequency”)
The Company’s stockholders voted and approved, on a non-binding, advisory basis, the frequency of future votes regarding the compensation of the named executive officers every 1 year:
| 1 Year |
2 Years |
3 Years |
Abstentions | |||
| 30,665,967 | 21,543 | 2,611,188 | 1,175,868 |
Consistent with the recommendation of the Company’s Board of Director, as set forth in the 2025 Proxy Statement, and based on the results of this non-binding advisory vote, it is the Company’s intent that future advisory stockholder votes on the compensation of its named executive officers will be held annually and included in the Company’s proxy materials for each annual meeting until the next required vote on Say-On-Frequency.
No other matters were considered or voted upon at the Annual Meeting.
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.
| PHATHOM PHARMACEUTICALS, INC. | ||||||
| Date: June 9, 2025 | By: | /s/ Steven Basta | ||||
| Steven Basta | ||||||
| President & Chief Executive Officer | ||||||