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Washington, D.C. 20549








Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 8, 2022



(Exact name of registrant as specified in its charter)


Delaware   001-38223   46-2159271
(State or other jurisdiction
of incorporation)
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



(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 8, 2022, Rhythm Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 41,187,133 shares of common stock were present online or represented by proxy at the meeting, representing approximately 81.73% percent of the Company’s outstanding common stock as of the April 13, 2022 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 Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2022.


Item 1 — Election of two Class II Directors to serve until the 2025 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE   Votes FOR     Votes WITHHELD     Broker Non-Votes  
Jennifer Good   25,735,447     12,136,923     3,314,763  
Edward T. Mathers   21,035,181     16,837,189     3,314,763  


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, 2022.


Votes FOR   Votes AGAINST     Votes ABSTAINED     Broker Non-Votes  
41,171,563   13,110     2,460     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
29,672,176   7,066,219   1,133,975     3,314,763


Based on the foregoing votes, Jennifer Good and Edward T. Mathers were elected as Class II Directors, and Items 2 and 3 were approved. 








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.


Date: June 10, 2022 By:    /s/ Hunter Smith
    Hunter Smith
    Chief Financial Officer