MADRIGAL PHARMACEUTICALS INC
For the period ended Jun 25, 2024. Filed Apr 29, 2024.
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Jun 25, 2024 · Filed Apr 29, 2024
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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. )
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| ☒ | Definitive Proxy Statement |
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| ☐ | Soliciting Material under §240.14a-12 |
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April 29, 2024
DEAR STOCKHOLDERS:
In short, 2023 was a transformational year for Madrigal.
| • | We advanced the most comprehensive clinical development program ever in nonalcoholic steatohepatitis (NASH) that culminated in its publication in the New England Journal of Medicine. NASH is a serious liver disease that is the leading cause of liver-related mortality and an increasing burden on healthcare systems globally; |
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| • | In July, we completed the U.S. FDA submission of Rezdiffra™ (resmetirom) for NASH patients with moderate to significant fibrosis; |
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| • | We built an expert leadership and commercial team to support the launch of Rezdiffra and Madrigal’s long-term aspirations following my start as CEO in September. We’re now more than 400 employees strong after beginning 2023 with 100 employees; |
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| • | We raised $500 million in September 2023 and another $690 million in March 2024 through two public offerings to significantly strengthen our balance sheet to fully resource the launch of Rezdiffra, and support other strategic initiatives; |
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| • | And, most importantly on March 14, 2024, we achieved the landmark approval of Rezdiffra – the first-ever medicine approved for NASH. After decades of work and multiple attempts across the pharmaceutical industry, it was the 15 years of research led by Madrigal’s founder, Dr. Becky Taub, that allowed Madrigal to achieve this important accomplishment. It represents the best of what our industry is capable of and now provides patients with a medicine for a disease where there was nothing before available. |
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As I write this letter in April 2024, the first Rezdiffra prescriptions are being delivered to patients. We are working with healthcare providers and payers to build a pathway to equitable access for patients and to establish Rezdiffra as the foundational therapy for NASH with moderate to advanced fibrosis.
We have accomplished a tremendous amount over a short period of time to establish Madrigal as the clear NASH leader, and there is so much more to do. We are already working to make Rezdiffra available to patients outside of the U.S., submitting it for approval in Europe earlier this year.
We continued to advance our Rezdiffra research and development program that will provide not only first-in-disease outcomes for NASH patients with moderate to advanced liver fibrosis (consistent with stages F2 to F3 fibrosis), but also for compensated NASH cirrhosis patients years ahead of other companies. We announced full enrollment of our 54-month clinical outcomes portion of MAESTRO-NASH in patients with moderate to advanced fibrosis in April 2023 and continued to enroll patients with compensated NASH cirrhosis in our MAESTRO-NASH OUTCOMES study. Successful completion of these studies carries the potential to secure full approval of Rezdiffra, expand the eligible population for Rezdiffra to include patients with more advanced disease, and reinforce Madrigal’s long-term leadership position in the NASH competitive landscape.
It’s an incredibly exciting time to be at Madrigal. Our NASH R&D program is at the forefront of the industry, Rezdiffra’sfirst-to-market advantage will allow us to shape the NASH treatment paradigm, and we are fully resourced for launch. The future is bright for patients, and Madrigal is well positioned to drive shareholder value as the leader in NASH. We appreciate your support and invite you to attend our 2024 Meeting of Stockholders on Tuesday, June 25, 2024, at 9:00 a.m. Eastern Time.
Sincerely,
/s/ Bill Sibold
Bill Sibold
President and Chief Executive Officer
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD JUNE 25, 2024
To the Stockholders of Madrigal Pharmaceuticals, Inc.:
NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders of Madrigal Pharmaceuticals, Inc., a Delaware corporation, will be held on Tuesday, June 25, 2024, at 9:00 a.m. Eastern Time for the following purposes:
| 1. | to elect three Class II director nominees named in the accompanying proxy statement to serve on the Board of Directors for three-year terms expiring at the Annual Meeting of Stockholders to be held in 2027 or until their successors are duly elected and qualified; |
| 2. | to ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| 3. | to approve, on an advisory basis, the compensation of our named executive officers as disclosed in the accompanying proxy statement; |
| 4. | to approve an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of our common stock available for issuance by 750,000 shares and extend its duration by 10 years until April 23, 2035; and |
| 5. | to transact such other business that is properly presented at the meeting and any adjournments or postponements thereof. |
The 2024 Annual Meeting of Stockholders will be a completely virtual meeting. There will be no physical meeting location. The meeting will only be conducted via live webcast. To participate in the 2024 Annual Meeting virtually via the Internet, please visitwww.proxydocs.com/MDGL. Through this webcast, stockholders and proxyholders will be deemed to be present in person for purposes of conducting a vote at such meeting. In order to attend this webcast, you must register in advance atwww.proxydocs.com/MDGL prior to the deadline of June 24, 2024 at 9:00 a.m. Eastern Time, as more fully described in the accompanying proxy statement.
In accordance with rules established by the Securities and Exchange Commission, we are providing you access to our proxy materials over the Internet. Accordingly, we plan to mail a Notice of Internet Availability of Proxy Materials (the “Notice”), to our stockholders on or about May 9, 2024. The Notice will describe how to access and review our proxy materials, including our proxy statement and Annual Report on Form 10-K for the fiscal year ended December 31, 2023. The Notice, as well as our proxy card, will also describe how you may submit your proxy electronically. If you received just a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials included in the Notice.
Only stockholders of record at the close of business on April 26, 2024, are entitled to notice of and to vote at the Annual Meeting. A list of stockholders entitled to vote at the Annual Meeting will be available for inspection at our executive offices for the ten days prior to the Annual Meeting. All stockholders are cordially invited to attend the Annual Meeting via live webcast. Whether or not you plan to attend the virtual Annual Meeting, please vote as soon as possible.
BY ORDER OF THE BOARD OF DIRECTORS
/s/ Justin Drinkwine
Justin Drinkwine
Vice President & Senior Associate General Counsel and Assistant Secretary
West Conshohocken, Pennsylvania
April 29, 2024
YOUR VOTE IS IMPORTANT. PLEASE CAST YOUR VOTE PROMPTLY.
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