Rhythm Pharma investors back directors, pay, auditor

Rhythm Pharmaceuticals reported the results of its Annual Meeting of Stockholders held on June 24, 2026.

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Form Type

8-K

Rhea-AI Filing Summary

Rhythm Pharmaceuticals reported the results of its Annual Meeting of Stockholders held on June 24, 2026. Shareholders representing 64,146,146 votes, about 92% of the 69,675,938 eligible votes as of the April 27, 2026 record date, participated online or by proxy.

Two Class III directors were elected to terms running until the 2029 annual meeting. David W. J. McGirr received 53,167,971 votes for and 8,704,527 withheld, while David P. Meeker, MD received 59,961,848 votes for and 1,910,650 withheld, with 2,273,648 broker non-votes for each.

Shareholders also ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026, with 63,924,852 votes for and 197,701 against. On an advisory basis, compensation of named executive officers was approved with 50,368,659 votes for, 11,467,157 against and 36,682 abstentions, plus 2,273,648 broker non-votes.

8-K Event Classification

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.

Key Figures

Common shares outstanding: 68,530,107 shares Convertible preferred votes: 1,145,831 votes Total eligible votes: 69,675,938 votes +5 more

8 metrics

Common shares outstanding 68,530,107 shares Common stock outstanding as of April 27, 2026 record date

Convertible preferred votes 1,145,831 votes Votes from 55,000 Series A convertible preferred shares at record date

Total eligible votes 69,675,938 votes Total voting power as of April 27, 2026

Votes represented 64,146,146 votes Votes present or by proxy at June 24, 2026 annual meeting

Director McGirr support 53,167,971 for / 8,704,527 withheld Class III director election vote results

Director Meeker support 59,961,848 for / 1,910,650 withheld Class III director election vote results

Auditor ratification votes 63,924,852 for / 197,701 against Ratification of Ernst & Young LLP for year ending December 31, 2026

Say-on-pay support 50,368,659 for / 11,467,157 against Advisory vote on named executive officer compensation

Key Terms

Convertible Preferred Stock, broker non-votes, independent registered public accounting firm, advisory (non-binding) basis, +1 more

5 terms

Convertible Preferred Stock financial

"115,000 shares of the Company’s Series A convertible preferred stock (“Convertible Preferred Stock”) outstanding"

Convertible preferred stock is a special class of company shares that pays priority, usually fixed, payments to holders and can be exchanged later for a set number of common shares. It matters to investors because it combines steady income and added protection with the chance to share in a company’s upside; think of it as a hybrid between a bond that pays regularly and an option to convert into growth-oriented stock, where the conversion rules influence both potential gains and how much common shareholders’ ownership may be reduced.

broker non-votes financial

"David W. J. McGirr | 53,167,971 | 8,704,527 | 2,273,648 Broker Non-Votes"

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.

independent registered public accounting firm financial

"appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 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.

advisory (non-binding) basis financial

"Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers"

Annual Meeting of Stockholders financial

"held its Annual Meeting of Stockholders (the “Annual Meeting”)"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Rhythm Pharmaceuticals (RYTM) shareholders vote on at the 2026 annual meeting?

Shareholders elected two Class III directors, ratified Ernst & Young LLP as auditor for 2026, and approved executive compensation on an advisory basis. All three management proposals received sufficient support to pass at the meeting.

How many votes were eligible and represented at Rhythm Pharmaceuticals’ 2026 meeting?

There were 69,675,938 eligible votes as of the April 27, 2026 record date. At the annual meeting, 64,146,146 votes were present or represented by proxy, reflecting participation of roughly 92% of eligible votes.

Were Rhythm Pharmaceuticals’ director nominees reelected at the 2026 annual meeting?

Yes. David W. J. McGirr and David P. Meeker, MD were elected as Class III directors to serve until the 2029 annual meeting. Both nominees received substantially more votes for than withheld, with broker non-votes recorded as well.

Did Rhythm Pharmaceuticals (RYTM) shareholders approve the company’s 2026 auditor?

Yes. Shareholders ratified Ernst & Young LLP as independent registered public accounting firm for the year ending December 31, 2026. The vote was 63,924,852 for, 197,701 against and 23,593 abstentions, with no broker non-votes reported.

How did Rhythm Pharmaceuticals shareholders vote on executive compensation in 2026?

On an advisory basis, shareholders approved compensation of named executive officers, with 50,368,659 votes for, 11,467,157 against and 36,682 abstentions. There were also 2,273,648 broker non-votes recorded on this compensation proposal.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/25/2026 - 04:46 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): June 24, 2026

RHYTHM PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)


Delaware	001-38223	46-2159271
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

222 Berkeley Street

12th Floor

Boston, MA 02116

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (857) 264-4280

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, $0.001 par value per share	RYTM	The Nasdaq Stock Market LLC (Nasdaq Global 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 June 24, 2026, Rhythm Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”). At the close of business on the April 27, 2026 record date (the “Record Date”) for the Annual Meeting, there were (i) 68,530,107 shares of the Company’s common stock outstanding, of which each share of common stock was entitled to one vote; and (ii) 115,000 shares of the Company’s Series A convertible preferred stock (“Convertible Preferred Stock”) outstanding, of which 55,000 shares were entitled to vote, each share of Convertible Preferred Stock being entitled to a number of votes equal to 20.8333 shares of common stock per $1,000 liquidation preference of Series A convertible preferred stock (or 1,145,831 total votes). As a result, there were a total of 69,675,938 eligible votes as of the record date. A total of 64,146,146 votes were present online or represented by proxy at the Annual Meeting, representing approximately 92% of the total eligible votes as of the Record Date. The following are the voting results for the proposals considered and voted upon at the meeting, all of which were described in the Definitive Proxy Statement.

Item 1 - Election of two Class III Directors to serve until the 2029 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE	Votes FOR	Votes WITHHELD	Broker Non-Votes
David W. J. McGirr	53,167,971	8,704,527	2,273,648
David P. Meeker, MD	59,961,848	1,910,650	2,273,648

Item 2 - Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
63,924,852	197,701	23,593	0

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
50,368,659	11,467,157	36,682	2,273,648

Based on the foregoing votes, David W. J. McGirr and David P. Meeker, MD were elected as Class III Directors, and Items 2 and 3 were approved.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


	RHYTHM PHARMACEUTICALS, INC.

Date: June 25, 2026	By:	/s/ Hunter Smith
		Hunter Smith
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

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