secwatch / observer
8-K filed May 30, 2023, 7:59 PM ET ticker PHAT CIK 0001783183
other material confidence high sentiment neutral materiality 0.30

Phathom shareholders approve officer liability amendment, elect directors, ratify auditor; board updates director comp

Phathom Pharmaceuticals, Inc.

item 5.03item 5.07item 8.01item 9.01

Key facts

Extracted from this filing and checked against the source text.

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

Phathom Pharmaceuticals, Inc.: Amendment to certificate of incorporation to eliminate personal liability of officers for monetary damages for breach of fiduciary duty (effective 2023-05-26).

Change
charter amendment
Effective
2023-05-26
Exact text from the filing
On May 25, 2023, Phathom Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, as described below under Item 5.07, the stockholders of the Company approved an amendment to the Company’s Amended and Restated Certificate of Incorporation, to eliminate the personal liability of the Company’s officers for monetary damages for breach of fiduciary duty as an officer, except to the extent such an exemption from liability or limitation thereof is not permitted by Delaware General Corporation Law (the “Amendment”). The Amendment became effective upon the Company’s filing of a Certificate of Amendment to the Amended and Restated Certificate of Incorporation with the Secretary of State of Delaware on May 26, 2023 (“Certificate of Amendment”).
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Phathom Pharmaceuticals, Inc. shareholders approved Election of Class I Directors at the 2023-05-25 meeting.

Proposal
director election
Outcome
passed
Meeting
2023-05-25
Exact text from the filing
Proposal No. 1 - Election of Class I Directors At the Annual Meeting, the Company’s stockholders elected the persons listed below as Class I directors for a three-year term expiring at the Company’s 2026 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified: Directors Votes For Withheld Broker Non-Votes Terrie Curran 32,159,915 95,494 6,632,203 Mark Stenhouse 28,966,136 3,289,273 6,632,203
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Phathom Pharmaceuticals, Inc. shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2023-05-25 meeting.

Proposal
auditor ratification
Outcome
passed
Meeting
2023-05-25
Exact text from the filing
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 2023: Votes For Votes Against Abstentions 38,861,215 20,414 5,983
View on SEC.gov
Shareholder Votes SEC 8-K Item 5.07 confidence 0.9

Phathom Pharmaceuticals, Inc. shareholders approved Approval of an Amendment to the Company's Amended and Restated Certificate of Incorporation limiting the liability of certain officers at the 2023-05-25 meeting.

Proposal
charter amendment
Outcome
passed
Meeting
2023-05-25
Exact text from the filing
Proposal No. 3 – Approval of an Amendment to the Company’s Amended and Restated Certificate of Incorporation The Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation limiting the liability of certain officers of the Company: Votes For Votes Against Abstentions 30,144,733 2,102,985 7,691
View on SEC.gov

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Phathom Pharmaceuticals, Inc. filing history →

Source: SEC EDGAR
accession 0001193125-23-156713
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