MADRIGAL PHARMACEUTICALS, INC. 8-K

What Happened
Madrigal Pharmaceuticals, Inc. (MDGL) announced on April 28, 2026 (8-K) that, effective April 22, 2026, the Board reclassified two directors—Julian C. Baker and Daniel J. Brennan—as Class I directors. The change was made to equalize membership across the Board’s three director classes ahead of the 2026 Annual Meeting of Stockholders scheduled for June 17, 2026.

Key Details

• Effective date: April 22, 2026.
• Reclassified directors: Julian C. Baker (from Class III, term previously expiring 2028) and Daniel J. Brennan (from Class II, term previously expiring 2027) were reappointed as Class I directors (term expiring at the 2026 Annual Meeting).
• Process: Each resigned from their prior class conditioned on simultaneous reappointment to Class I; the Board accepted resignations and reappointments so service is deemed uninterrupted.
• Committee assignments: No changes to Baker’s or Brennan’s committee assignments.
• Governance note: The company’s proxy (filed April 28, 2026) shows Baker, Brennan and James Daly are nominated for re-election at the June 17, 2026 Annual Meeting.

Why It Matters
This is a corporate governance action, not an operational or financial change. Reclassifying directors affects Board composition and upcoming director elections at the June 17, 2026 Annual Meeting. For investors, the filing signals the Board’s effort to balance board-class membership and confirms which directors will stand for re-election; it does not report changes to management, committee roles, or company operations.