MADRIGAL PHARMACEUTICALS,INC. (NASDAQ:MDGL) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendment to 2015 Stock Incentive Plan
On March2, 2017, the Board of Directors of Madrigal Pharmaceuticals,Inc. (the “Company”) approved, subject to stockholder approval, an amendment to the Company’s 2015 Stock Plan (as amended, the “Plan”), which was approved by the Company’s stockholders at the 2017 annual meeting of stockholders held on June29, 2017 (the “Annual Meeting”). The Plan amendment increased the total number of shares of common stock reserved for issuance under the Plan by 1,000,000 shares and increased the amount of awards that a participant will be entitled to receive in any fiscal year from 571,429 shares of common stock to 750,000 shares of common stock.
The foregoing description of the Plan amendment does not purport to be complete and is qualified in its entirety by reference to the Plan, a copy of which is attached as Exhibit10.1 to this Current Report on Form8-K (this “Current Report”) and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
The Company held the Annual Meeting on Thursday, June29, 2017 at the Philadelphia Marriott West, 111 Crawford Avenue, Conshohocken, Pennsylvania 19428. As of May1, 2017, the record date for the Annual Meeting, the Company had 12,167,405 shares of its common stock outstanding and entitled to vote, of which 11,156,261 shares of the Company’s common stock were present in person or represented by proxy and entitled to vote at the Annual Meeting. The following is a brief description of the final voting results for each of the proposals submitted to a vote of the stockholders at the Annual Meeting.
Proposal No.1: The Company’s stockholders elected each of the two ClassI nominees named below to serve on the Company’s Board of Directors for a three-year term expiring at the Company’s 2020 annual meeting of stockholders and until their respective successors are duly elected and qualified.
|
ClassINominee |
VotesFor |
VotesWithheld |
BrokerNon-votes |
|
Paul A. Friedman, M.D. |
9,166,195 |
11,869 |
1,978,197 |
|
Kenneth M. Bate |
9,075,444 |
102,620 |
1,978,197 |
Proposal No.2: The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December31, 2017.
|
VotesFor |
VotesAgainst |
VotesAbstaining |
BrokerNon-Votes |
|
11,084,506 |
62,374 |
9,381 |
Proposal No.3: The Company’s stockholders approved an amendment to the Plan increasing the aggregate number of shares authorized for issuance thereunder by 1,000,000 shares of common stock and increasing the amount of awards that a participant will be entitled to receive thereunder in any fiscal year from 571,429 shares of common stock to 750,000 shares of common stock.
|
VotesFor |
VotesAgainst |
VotesAbstaining |
BrokerNon-Votes |
|
9,028,105 |
143,575 |
6,384 |
1,978,197 |