--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-23-156713" form_type: "8-K" ticker: "PHAT" cik: "0001783183" company_name: "Phathom Pharmaceuticals, Inc." filed_at: "2023-05-30T23:59:59+00:00" generated_at: "2026-06-14T11:51:16.385747+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.3 confidence: "high" source: SEC EDGAR --- # Phathom shareholders approve officer liability amendment, elect directors, ratify auditor; board updates director comp ## Summary - Shareholders approved amendment eliminating personal liability of officers for monetary damages for breach of fiduciary duty (effective May 26, 2023). - Terrie Curran and Mark Stenhouse elected as Class I directors for three-year terms; votes for: Curran 32.2M, Stenhouse 29.0M. - Ernst & Young ratified as independent auditor for 2023 with 38.9M votes for (99.9%). - Board updated non-employee director compensation: new directors get 18K RSUs + options for 30K shares; annual grants of 9K RSUs + options for 15K shares. - Proposal to limit officer liability passed with 30.1M votes for, 2.1M against. ## SEC filing metadata - accession: 0001193125-23-156713 - form_type: 8-K - ticker: PHAT - cik: 0001783183 - company_name: Phathom Pharmaceuticals, Inc. - filed_at: 2023-05-30T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.3 - confidence: high - sec_items: 5.03, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/0001193125-23-156713-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/d487635d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-23-156713 - JSON: https://secwatch.observer/filing/0001193125-23-156713.json - Plain text: https://secwatch.observer/filing/0001193125-23-156713.txt ## Key facts - Governance Changes 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 source text: 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”). evidence_url: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/0001193125-23-156713-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/0001193125-23-156713-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/0001193125-23-156713-index.htm - Shareholder Votes 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1783183/000119312523156713/0001193125-23-156713-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.