Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 20, 2020




(Exact name of registrant as specified in its charter)




Delaware   001-39094   82-4151574

(State or other jurisdiction of

incorporation or organization)



File Number)


(I.R.S. Employer

Identification No.)

100 Campus Drive, Suite 102

Florham Park, New Jersey 07932

(Address of principal executive offices) (Zip Code)

(877) 742-8466

(Registrant’s telephone number, include area code)


(Former Name or Former Address, if Changed Since Last Report)



Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)


Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)


Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))


Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class


Trading Symbol(s)


Name of each exchange on which registered

Common Stock, par value $0.0001 per share   PHAT   The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☒




Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2020, the Compensation Committee of the Board of Directors of Phathom Pharmaceuticals, Inc. (the “Company”) approved increases to the base salaries and annual target bonus percentages for Terrie Curran, the Company’s President and Chief Executive Officer, and Azmi Nabulsi, M.D., M.P.H., the Company’s Chief Operating Officer. Effective July 1, 2020, Ms. Curran’s annual base salary increased to $535,000 and Dr. Nabulsi’s annual base salary increased to $482,500. In addition, Ms. Curran’s annual target bonus increased to 60% of her base salary and Dr. Nabulsi’s annual target bonus increased to 50% of his base salary. The Company’s Bonus Plan will be amended to reflect the foregoing increases and the amended Bonus Plan will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2020, to be filed with the Securities and Exchange Commission.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2020, the Company held its 2020 Annual Meeting of Stockholders. 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 8, 2020 (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 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 2023 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:



   Votes For    Votes Against    Abstentions    Broker Non-Votes

Terrie Curran

   21,927,746    3,038,844    12,926    298,049

Mark Stenhouse

   24,928,297    38,292    12,927    298,049


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 2020:


     Votes For    Votes Against    Abstentions    Broker Non-Votes
   25,264,636    0    12,929    N/A


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.




Date: May 26, 2020     By:  

/s/ Larry Miller


Larry Miller


General Counsel and Secretary