---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-075130"
form_type: "8-K"
ticker: "MDGL"
cik: "0001157601"
company_name: "MADRIGAL PHARMACEUTICALS, INC."
filed_at: "2026-06-17T20:06:04+00:00"
generated_at: "2026-06-17T20:17:12.852754+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Madrigal shareholders approve 2026 equity plans; Dr. Taub transitions to consultant role

## Summary
- Stockholders approved 2026 Stock Plan and 2026 Employee Stock Purchase Plan at annual meeting.
- Dr. Rebecca Taub to transition from employee to consultant effective July 1, 2026; annual fee $100,000.
- Board adopted Nonqualified Deferred Compensation Plan effective Aug 1, 2026 for key management and non-employee directors.
- All director nominees re-elected; say-on-pay approved with 97% of votes for.
- PricewaterhouseCoopers ratified as auditor for FY2026.

## SEC filing metadata
- accession: 0001104659-26-075130
- form_type: 8-K
- ticker: MDGL
- cik: 0001157601
- company_name: MADRIGAL PHARMACEUTICALS, INC.
- filed_at: 2026-06-17T20:06:04+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/tm2617490d2_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-075130
- JSON: https://secwatch.observer/filing/0001104659-26-075130.json
- Plain text: https://secwatch.observer/filing/0001104659-26-075130.txt

## Key facts
- Shareholder Votes
  MADRIGAL PHARMACEUTICALS, INC. shareholders approved Election of Class I Directors at the 2026-06-17 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: 1. The Company’s stockholders re-elected the three persons listed below as Class I directors, each to serve until the Company’s 2029 annual meeting of stockholders or until his successor is duly elected and qualified. The voting results were as follows: For Withheld Broker Non-Votes Julian C. Baker 17,363,250 2,227,734 1,731,844 Daniel J. Brennan 19,469,200 121,784 1,731,844 James M. Daly 18,921,185 669,799 1,731,844
  evidence_url: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm
- Shareholder Votes
  MADRIGAL PHARMACEUTICALS, INC. shareholders approved Approval of 2026 Stock Plan at the 2026-06-17 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: 4. The Company’s stockholders approved the 2026 Stock Plan. The voting results were as follows: For Against Abstentions Broker Non-Votes 19,118,851 446,394 25,739 1,731,844
  evidence_url: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm
- Shareholder Votes
  MADRIGAL PHARMACEUTICALS, INC. shareholders approved Ratification of PricewaterhouseCoopers LLP as independent auditor at the 2026-06-17 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: 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, 2026. The voting results were as follows: For Against Abstentions 21,256,315 37,505 29,009
  evidence_url: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm
- Shareholder Votes
  MADRIGAL PHARMACEUTICALS, INC. shareholders approved Approval of 2026 ESPP at the 2026-06-17 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: 5. The Company’s stockholders approved the 2026 ESPP. The voting results were as follows: For Against Abstentions Broker Non-Votes 19,546,766 22,948 21,270 1,731,844
  evidence_url: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm
- Shareholder Votes
  MADRIGAL PHARMACEUTICALS, INC. shareholders approved Advisory vote on executive compensation at the 2026-06-17 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-17
  source text: 2. The Company’s stockholders approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The voting results were as follows: For Against Abstentions Broker Non-Votes 19,000,895 561,058 29,031 1,731,844
  evidence_url: https://www.sec.gov/Archives/edgar/data/1157601/000110465926075130/0001104659-26-075130-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.