Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 4, 2021, the Board of Directors (the "Board") of Mirum Pharmaceuticals,
Inc. (the "Company") appointed Carol L. Brosgart, M.D. as a director of the
Company. Dr. Brosgart will serve as a Class I director, with an initial term
expiring at the Company's 2023 Annual Meeting of Stockholders. Dr. Brosgart will
not initially serve on any committees of the Board.
Pursuant to the Company's Non-Employee Director Compensation Policy (as it may
be amended from time to time, the "Policy"), Dr. Brosgart was granted a stock
option to purchase 34,000 shares of the Company's common stock in connection
with her appointment to the Board, which will vest in three equal annual
installments measured from the date of grant, subject to Dr. Brosgart's
continuous service as of each such date. In addition, in accordance with the
Policy, Dr. Brosgart will also receive an annual cash retainer of $40,000 for
her Board service, which will be pro-rated for 2021. In addition, commencing
with the Company's 2022 Annual Meeting of Stockholders, Dr. Brosgart will be
eligible to receive an annual option grant to purchase 17,000 shares of the
Company's common stock, subject to her continuous service as of each such date.
If Dr. Brosgart is appointed to serve on a committee of the Board, she will be
entitled to additional cash compensation under the Policy in connection with
such service.
There were no arrangements or understandings between Dr. Brosgart and any other
persons pursuant to which she was selected as a director, and there are no
related person transactions within the meaning of Item 404(a) of Regulation S-K
promulgated by the Securities and Exchange Commission between Dr. Brosgart and
the Company required to be disclosed herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 4, 2021, the Company held its 2021 Annual Meeting of Stockholders
(the "Annual Meeting"). As of April 7, 2021, the record date for the Annual
Meeting, 30,441,753 shares of common stock were outstanding and entitled to vote
at the Annual Meeting. A summary of the matters voted upon by stockholders at
the Annual Meeting is set forth below.
Proposal 1. Election of Directors
The Company's stockholders elected the three persons listed below as Class II
Directors, each to serve until the Company's 2024 Annual Meeting of Stockholders
and until their respective successors are duly elected and qualified. The final
voting results are as follows:
Broker
Votes For Votes Withheld Non-Votes
Laurent Fischer, M.D. 18,252,171 3,612,859 5,202,756
Patrick Heron 20,083,048 1,781,982 5,202,756
Niall O'Donnell, Ph.D. 19,910,584 1,954,446 5,202,756
Proposal 2. Ratification of the Selection of Independent Registered Public
Accounting Firm
The Company's stockholders ratified the selection by the Audit Committee of the
Board of Ernst & Young LLP as the Company's independent registered public
accounting firm for the fiscal year ending December 31, 2021. The final voting
results are as follows:
Broker
Votes For Votes Against Abstentions Non-Votes
27,058,394 75 9,317 -
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Item 8.01 Other Events.
On June 7, 2021, the Company issued a press release announcing the appointment
of Dr. Brosgart to the Board. A copy of this press release is furnished as
Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
99.1 Press Release dated June 7, 2021
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