Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2022

Mirum Pharmaceuticals, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-38981

83-1281555

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

950 Tower Lane, Suite 1050

Foster City, California

94404

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code: (650) 667-4085

N/A

(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, par value $0.0001 per share

MIRM

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

(d)

On June 2, 2022, the Board of Directors (the “Board”) of Mirum Pharmaceuticals, Inc. (the “Company”), upon recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Saira Ramasastry to the Board, effective immediately. Ms. Ramasastry will serve as a Class II director, with an initial term expiring at the Company’s 2024 Annual Meeting of Stockholders. Ms. Ramasastry will initially serve on the Audit Committee of the Board and will succeed Niall O’Donnell, Ph.D. on such committee, effective immediately.

Pursuant to the Company’s Non-Employee Director Compensation Policy (as it may be amended from time to time, the “Policy”), Ms. Ramasastry 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 Ms. Ramasastry’s continuous service as of each such date. In addition, in accordance with the Policy, Ms. Ramasastry will also receive an annual cash retainer of $40,000 for her Board service and $10,000 for her service on the Audit Committee thereof, each of which will be pro-rated for 2022. In addition, commencing with the Company’s 2023 Annual Meeting of Stockholders, Ms. Ramasastry 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.

Ms. Ramasastry has entered into the Company’s standard form of indemnification agreement. There were no arrangements or understandings between Ms. Ramasastry 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 Ms. Ramasastry and the Company required to be disclosed herein.

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

On June 2, 2022, the Company held its 2022 Annual Meeting of Stockholders (the “Annual Meeting”). As of April 8, 2022, the record date for the Annual Meeting, 31,815,969 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 III Directors, each to serve until the Company’s 2025 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified. The final voting results are as follows:


	Votes For	Votes Withheld	Broker Non-Votes
Laura Brege	17,902,179	5,742,160	2,304,730
Michael Grey	18,080,299	5,564,040	2,304,730
Christopher Peetz	19,163,580	4,480,759	2,304,730

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 Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2022. The final voting results are as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
25,925,952	5,169	17,948	—

Item 8.01

Other Events.

On June 6, 2022, the Company issued a press release announcing the appointment of Ms. Ramasastry 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 6, 2022

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

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.