Rhythm Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect David W.J. McGirr and David P. Meeker, M.D. as Class III directors, each to serve a three-year term until the 2029 Annual Meeting.

2. 2

   Ratification of Selection of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s selection of Ernst & Young LLP as Rhythm’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

3. 3

   Approval, on an Advisory (Non-Binding) Basis, of the Compensation of Our Named Executive Officers (Say-on-Pay Vote

   ManagementBoard: FOR

   Approve, on a non-binding advisory basis, the compensation of the named executive officers as disclosed in this Proxy Statement (the Say-on-Pay vote).

   More detail

   This advisory proposal asks shareholders to approve the Company’s executive compensation disclosures and overall compensation approach for named executive officers as described in the Proxy Statement (the Say-on-Pay vote). Management is seeking shareholder approval to demonstrate support for its compensation program and to validate the Compensation & Management Development Committee’s decisions about salary, annual bonuses, long-term equity incentives (including stock options, RSUs and special PSUs), and change-in-control and severance protections. The proposal is non-binding, but the Board and the Committee have committed to consider the voting outcome and recent investor feedback in future program design. Contextually, the Company received 69.4% support on the prior year Say-on-Pay vote, which prompted extensive stockholder outreach in 2025; management responded by enhancing disclosure, explaining peer selection and pay‑for‑performance alignment, and describing special 2024 PSUs tied to 2024–2026 revenue and clinical milestones. The Compensation & Management Development Committee framed pay to emphasize at-risk equity (options/RSUs) and long-term incentives, and tied a significant portion of 2025 bonus outcomes to rigorous corporate objectives (70% corporate / 30% individual) with a capped maximum payout; the Board ultimately approved a 120% corporate achievement payout for 2025. Key points for shareholders to evaluate include the size and mix of CEO and NEO equity awards (heavy in long-term equity), the special three‑year PSU program (2024–2026) and its revenue and clinical milestones, the committee’s peer group selection rationale (market-capitalization‑weighted within the biotech/rare-disease sector), and recent governance engagement results and follow-up changes. Management argues these elements align executive incentives with sustained commercial execution (IMCIVREE revenue growth, pipeline milestones such as hypothalamic obesity results) and long-term shareholder value creation; critics could point to the prior-year lower support level and the material value of special PSUs as governance concerns. The Board’s stated response—expanded disclosure, incorporation of shareholder feedback, and continued emphasis on performance-based equity—frames the vote as both a check on current programs and a signal that shareholder views will inform future compensation design. Given the advisory nature of the proposal, its practical effect is to guide future compensation policy rather than to mandate changes.

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When is the Rhythm Pharmaceuticals Inc 2026 annual meeting?

Rhythm Pharmaceuticals Inc (RYTM) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Rhythm Pharmaceuticals Inc 2026 meeting?

The record date for the Rhythm Pharmaceuticals Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Rhythm Pharmaceuticals Inc's 2026 meeting?

The board is presenting 2 director nominees at the Rhythm Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Rhythm Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Rhythm Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.