0001649904 false 0001649904 2021-06-09 2021-06-09 iso4217:USD xbrli:shares iso4217:USD xbrli:shares






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 9, 2021



(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 9, 2021, Rhythm Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders. A total of 42,232,590 shares of common stock were present online or represented by proxy at the meeting, representing approximately 84.1% percent of the Company’s outstanding common stock as of the April 15, 2021 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 27, 2021.


Item 1 — Election of three Class I Directors to serve until the 2024 Annual Meeting of Stockholders, and until their respective successors have been duly elected and qualified.


NOMINEE   Votes FOR   Votes WITHHELD   Broker Non-Votes
Stuart A. Arbuckle   29,342,999   7,773,741   5,115,850
Christophe R. Jean   31,247,986   5,868,754   5,115,850
Lynn A. Tetrault, J.D.   36,484,642   632,098   5,115,850


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, 2021.


Votes FOR   Votes AGAINST   Votes ABSTAINED   Broker Non-Votes
42,121,340   72,793   38,457   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
33,591,250  3,433,075  92,415  5,115,850


Item 4 — Approval, on an advisory (non-binding) basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers.


Votes for 1 Year   Votes for 2 Years   Votes for 3 Years   Votes ABSTAINED   Broker Non-Votes
36,698,299   16,543   333,627   68,271   5,115,850


Based on the foregoing votes, Stuart A. Arbuckle, Christophe R. Jean and Lynn A. Tetrault, J.D. were elected as Class I Directors, Items 2 and 3 were approved, and the Company’s stockholders recommended that future stockholder advisory votes on the compensation of the Company’s named executive officers be held every year. Based on the foregoing voting results and consistent with the Board of Directors’ recommendation, the Board of Directors has determined to hold an advisory vote on the compensation of the Company’s named executive officers every year until the next advisory vote regarding the frequency of future advisory votes on the compensation of the Company’s named executive officers is submitted to the stockholders or the Board of Directors otherwise determines that a different frequency for such advisory votes is in the best interests of the Company.






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 14, 2021 By: /s/ Hunter Smith
    Hunter Smith
    Chief Financial Officer