Phathom Pharmaceuticals (NASDAQ: PHAT) reports 2026 annual meeting vote outcomes

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What did Phathom Pharmaceuticals (PHAT) stockholders decide at the 2026 Annual Meeting?

Which directors were elected at Phathom Pharmaceuticals’ 2026 Annual Meeting?

How did Phathom Pharmaceuticals (PHAT) stockholders vote on the auditor ratification?

Was Phathom Pharmaceuticals’ executive compensation approved by stockholders in 2026?

Were any other proposals considered at Phathom Pharmaceuticals’ 2026 Annual Meeting?

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8-K

Phathom Pharmaceuticals, Inc. reported voting results from its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Class I directors Steven Basta, Theodore R. Schroeder, and Mark Stenhouse to three-year terms expiring at the 2029 annual meeting.

Stockholders also ratified Ernst & Young LLP as the independent registered public accounting firm for fiscal 2026, with 64,482,757 votes for and limited opposition. In an advisory vote, stockholders approved the compensation of the company’s named executive officers, with 44,449,761 votes for and 2,532,145 against. No other matters were brought to a vote.

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Votes for Steven Basta: 42,656,800 votes Votes for Theodore R. Schroeder: 42,578,532 votes Votes for Mark Stenhouse: 41,249,990 votes +5 more

8 metrics

Votes for Steven Basta 42,656,800 votes Election as Class I director at 2026 Annual Meeting

Votes for Theodore R. Schroeder 42,578,532 votes Election as Class I director at 2026 Annual Meeting

Votes for Mark Stenhouse 41,249,990 votes Election as Class I director at 2026 Annual Meeting

Auditor ratification votes for 64,482,757 votes Ratification of Ernst & Young LLP for fiscal 2026

Auditor ratification votes against 49,661 votes Ratification of Ernst & Young LLP for fiscal 2026

Say-on-pay votes for 44,449,761 votes Advisory approval of named executive officer compensation

Say-on-pay votes against 2,532,145 votes Advisory approval of named executive officer compensation

Broker non-votes on say-on-pay 17,487,652 votes Advisory vote on executive compensation

Emerging growth company, independent registered public accounting firm, say-on-pay, Broker Non-Votes

4 terms

Emerging growth company regulatory

"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

independent registered public accounting firm financial

"ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for fiscal 2026"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

say-on-pay financial

"Proposal No. 3 – Approval of the Compensation of the Named Executive Officers (“say-on-pay”)"

A say-on-pay is a shareholder vote that gives investors a chance to approve or disapprove a company’s executive compensation packages, typically held at annual meetings. It matters because the vote signals investor satisfaction with how leaders are paid—like customers rating how well managers are rewarded—and can push boards to change pay plans, reducing governance risk and affecting investor confidence and stock value even though the vote is usually advisory rather than legally binding.

Broker Non-Votes financial

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Understanding 8-K Material Events →

05/21/2026 - 04:01 PM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): May 19, 2026

PHATHOM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-39094	82-4151574
(State or other jurisdiction of incorporation or organization)	(Commission 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)

N/A

(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 5.07.

Submission of Matters to a Vote of Security Holders.

On May 19, 2026, Phathom Pharmaceuticals, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). 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 7, 2026 (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 2029 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified:


Directors	Votes For		Withheld		Broker Non-Votes
Steven Basta		42,656,800		4,490,781		17,487,652
Theodore R. Schroeder		42,578,532		4,569,049		17,487,652
Mark Stenhouse		41,249,990		5,897,591		17,487,652

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 2026:


Votes For	Votes Against	Abstentions
64,482,757	49,661	102,815

Proposal No. 3 – Approval of the Compensation of the Named Executive Officers (“say-on-pay”)

The Company’s stockholders voted and approved, on a non-binding, advisory basis, the compensation of the named executive officers:


Votes For	Votes Against	Abstentions	Broker Non-Votes
44,449,761	2,532,145	165,675	17,487,652

No other matters were considered or voted upon at the Annual Meeting.

SIGNATURES

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.

Source: View Original Filing on SEC EDGAR

Stockholders elected three Class I directors, ratified Ernst & Young LLP as auditor for 2026, and approved executive compensation on an advisory basis. No other matters were submitted for a vote at the 2026 Annual Meeting.

Stockholders elected Steven Basta, Theodore R. Schroeder, and Mark Stenhouse as Class I directors for three-year terms expiring at the 2029 annual meeting. They will serve until that meeting or until their successors are duly elected and qualified.

Stockholders ratified Ernst & Young LLP as Phathom Pharmaceuticals’ independent registered public accounting firm for fiscal 2026, with 64,482,757 votes for, 49,661 votes against, and 102,815 abstentions. This confirms stockholder support for retaining Ernst & Young in the auditor role.

Yes, stockholders approved the compensation of the named executive officers on a non-binding, advisory basis, with 44,449,761 votes for, 2,532,145 votes against, 165,675 abstentions, and 17,487,652 broker non-votes. This reflects advisory support for the company’s current pay practices.

No, only three proposals were considered: election of Class I directors, ratification of Ernst & Young LLP as auditor, and advisory approval of executive compensation. The company states that no other matters were considered or voted upon at the Annual Meeting.

PHATHOM PHARMACEUTICALS, INC.

Date: May 21, 2026

/s/ Anne Marie Cook

Anne Marie Cook

Chief Legal Officer and Secretary

3 documents