Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 20, 2020, the Compensation Committee of the Board of Directors of Phathom Pharmaceuticals, Inc. (the "Company") approved increases to the base salaries and annual target bonus percentages for Terrie Curran, the Company's President and Chief Executive Officer, and Azmi Nabulsi, M.D., M.P.H., the Company's Chief Operating Officer. Effective July 1, 2020, Ms. Curran's annual base salary increased to $535,000 and Dr. Nabulsi's annual base salary increased to $482,500. In addition, Ms. Curran's annual target bonus increased to 60% of her base salary and Dr. Nabulsi's annual target bonus increased to 50% of his base salary. The Company's Bonus Plan will be amended to reflect the foregoing increases and the amended Bonus Plan will be filed as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ending June 30, 2020, to be filed with the Securities and Exchange Commission.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 21, 2020, the Company held its 2020 Annual Meeting of Stockholders. At the annual meeting, stockholders voted on the matters disclosed in the Company's definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 8, 2020 (the "Proxy Statement"). The final voting results for the matters submitted to a vote of stockholders were as follows:

Proposal No. 1-Election of Class I Directors



At the annual meeting, the Company's stockholders elected the persons listed
below as Class I directors for a three-year term expiring at the Company's 2023
Annual Meeting of Stockholders or until their respective successors are duly
elected and qualified:



Directors                 Votes For         Votes Against        Abstentions        Broker Non-Votes
Terrie Curran             21,927,746          3,038,844            12,926               298,049
Mark Stenhouse            24,928,297           38,292              12,927               298,049

Proposal No. 2-Ratification of Independent Registered Public Accounting Firm

The Company's stockholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for fiscal 2020:



                          Votes For         Votes Against        Abstentions        Broker Non-Votes
                          25,264,636              0                12,929                 N/A

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