Phathom Pharmaceuticals, Inc. 8-K

What Happened
Phathom Pharmaceuticals, Inc. (PHAT) filed an 8-K on May 21, 2026 reporting the voting results from its May 19, 2026 Annual Meeting of Stockholders. Stockholders elected three Class I directors for three-year terms (to expire in 2029), ratified Ernst & Young LLP as the company’s independent registered public accounting firm for fiscal 2026, and approved the advisory "say-on-pay" vote on named executive officer compensation.

Key Details

• Director elections (votes For / Withheld / Broker non-votes):
  • Steven Basta: 42,656,800 For; 4,490,781 Withheld; 17,487,652 Broker non-votes.
  • Theodore R. Schroeder: 42,578,532 For; 4,569,049 Withheld; 17,487,652 Broker non-votes.
  • Mark Stenhouse: 41,249,990 For; 5,897,591 Withheld; 17,487,652 Broker non-votes.
• Auditor ratification (fiscal 2026): 64,482,757 For; 49,661 Against; 102,815 Abstentions.
• Advisory "say-on-pay" vote: 44,449,761 For; 2,532,145 Against; 165,675 Abstentions; 17,487,652 Broker non-votes.
• The results reported were based on the matters described in the company’s Proxy Statement filed April 7, 2026.

Why It Matters
These votes confirm the company’s board composition and governance direction through 2029 and show shareholder support for management’s executive compensation (advisory). Ratification of Ernst & Young as auditor maintains continuity for financial reporting oversight. The presence of significant broker non-votes on director and say-on-pay items reflects shares held through brokers that were not voted on those matters, which can affect the vote totals for contested governance items.