Phathom Pharmaceuticals Inc
For the period ended Jun 3, 2025. Filed Apr 23, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 3, 2025 · Filed Apr 23, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
Phathom Pharmaceuticals, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required
☐ Fee paid previously with preliminary materials
☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11
Dear Stockholder:
You are cordially invited to attend the annual meeting of stockholders of Phathom Pharmaceuticals, Inc. The annual meeting will be held on June 3, 2025 at 11:30 a.m., Eastern Time. We will hold our annual meeting solely online via the Internet through a live webcast. We have opted to use a virtual format for ease of stockholder access and participation. Using online stockholder tools, stockholders may vote and submit questions online during the meeting by following the instructions in the accompanying materials. The matters to be considered by stockholders at the annual meeting are also described in the accompanying materials.
It is important that you be represented at the annual meeting regardless of the number of shares you own. Whether or not you plan to attend the meeting online, we urge you to vote as soon as possible. You may vote by marking, signing and dating your proxy card and returning it in the envelope provided. Alternatively, you may vote over the Internet or by telephone. Voting over the Internet, by telephone or by written proxy will not prevent you from voting by attending online but will ensure that your vote is counted if you are unable to attend. Please review the instructions on the proxy card regarding each of these voting options.
Your continued support of and interest in Phathom Pharmaceuticals, Inc. are sincerely appreciated.
Sincerely,
Steven Basta
President, Chief Executive Officer and Director
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NOTICE OF ANNUAL MEETING OF
STOCKHOLDERS AND PROXY STATEMENT
| DATE & TIME: | June 3, 2025 at 11:30 a.m., Eastern Time. |
|---|---|
| PLACE: | This year’s Annual Meeting will be a virtual meeting, which will be conducted only via live webcast. Stockholders will only be able to participate in the Annual Meeting online, vote shares electronically and submit questions during the Annual Meeting by visiting www.virtualshareholdermeeting.com/PHAT2025. Instructions on how to attend the Annual Meeting online and vote shares are described in the accompanying Proxy Statement. |
| ITEMS OF BUSINESS: | (1) To elect two directors to serve as Class III directors for a three-year term to expire at the 2028 annual meeting of stockholders; (2) To ratify the appointment of Ernst & Young LLP by the Audit Committee of the Board of Directors as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025; (3) To approve the compensation of the named executive officers on a non-binding advisory basis (“say-on-pay”); (4) To approve a proposal for the frequency of future non-binding advisory votes on the compensation of the named executive officers (“say-on-frequency”); and (5) To transact such other business as may properly come before the meeting or any adjournment thereof. |
| RECORD DATE: | You are entitled to vote at the annual meeting or any adjournment of that meeting only if you were a stockholder at the close of business on April 7, 2025. |
| VOTING BY PROXY: | Please submit a proxy as soon as possible so that your shares can be voted at the meeting in accordance with your instructions. You may submit your proxy (1) over the Internet, (2) by telephone, or (3) by mail. For specific instructions, please refer to the information in the proxy statement and the instructions on the proxy card. |
| STOCKHOLDER LIST: | A list of such stockholders will be available for inspection by any stockholder during the period from two business days after the date hereof through the Annual Meeting at http://www.virtualshareholdermeeting.com/PHAT2025. |
BY ORDER OF THE BOARD OF DIRECTORS,
Steven Basta
President, Chief Executive Officer and Director
Florham Park, New Jersey
April 23, 2025
YOU ARE CORDIALLY INVITED TO ATTEND THE VIRTUAL ANNUAL MEETING. IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED REGARDLESS OF THE NUMBER OF SHARES YOU OWN. THE BOARD OF DIRECTORS URGES YOU TO COMPLETE, SIGN AND DATE THE ENCLOSED PROXY CARD AND RETURN IT PROMPTLY IN THE ENCLOSED ENVELOPE. RETURNING THE PROXY CARD WILL NOT PREVENT YOU FROM VOTING ELECTRONICALLY DURING THE ANNUAL MEETING IF YOU CHOOSE TO DO SO.
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TABLE OF CONTENTS
| Page | |
|---|---|
| GENERAL INFORMATION ABOUT THE ANNUAL MEETING AND VOTING | 1 |
| PROPOSAL 1: ELECTION OF DIRECTORS | 7 |
| PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 |
| PROPOSAL 3: TO APPROVE THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS ON A NON-BINDING ADVISORY BASIS (“SAY-ON-PAY” ) | 23 |
| PROPOSAL 4: TO APPROVE A PROPOSAL FOR THE FREQUENCY OF FUTURE NON-BINDING ADVISORY VOTES ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS (“SAY-ON-FREQUENCY”) | 24 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 25 |
| EXECUTIVE COMPENSATION AND OTHER INFORMATION | 29 |
| DELINQUENT SECTION 16(A) REPORTS | 43 |
| CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS | 44 |
| STOCKHOLDER PROPOSALS | 45 |
| STOCKHOLDERS SHARING THE SAME ADDRESS | 46 |
| OTHER MATTERS | 47 |
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PROXY STATEMENT FOR THE 2025 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON TUESDAY, JUNE 3, 2025
The board of directors of Phathom Pharmaceuticals, Inc. is soliciting the enclosed proxy for use at the annual meeting of stockholders, including at any adjournments or postponements of the meeting, to be held virtually atwww.virtualshareholdermeeting.com/PHAT2025, on June 3, 2025 at 11:30 a.m., Eastern Time.
We have elected to take advantage of Securities and Exchange Commission rules that allow companies to furnish proxy materials to their stockholders by providing access to these documents on the Internet instead of mailing printed copies. Those rules allow a company to provide its stockholders with the information they need, while lowering the costs of delivery and reducing the environmental impact of the annual meeting. Most of our stockholders will not receive printed copies of our proxy materials unless requested, but instead will receive a notice with instructions on how they may access and review our proxy materials on the Internet and how they may cast their vote via the Internet. If you would like to receive a printed or e-mail copy of our proxy materials, please follow the instructions for requesting the materials in the Notice of Internet Availability of Proxy Materials that is being sent to you.
Important Notice Regarding the Availability of Proxy Materials for
the Annual Meeting of Stockholders to be Held on June 3, 2025:
This proxy statement and our Annual Report on Form 10-K are available electronically atwww.proxyvote.com.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.