Rhythm Pharmaceuticals (RYTM) Proxy filing summary

Executive summary

• Annual Meeting scheduled for June 24, 2026, to be held virtually, with voting on director elections, auditor ratification, and executive compensation approval.

• Shareholders of record as of April 27, 2026, are eligible to vote; both common and convertible preferred stockholders have voting rights, subject to certain limitations.

• The company emphasizes strong stockholder engagement, with active outreach and feedback incorporated into governance and compensation practices.

Voting matters and shareholder proposals

• Election of two Class III directors (David W.J. McGirr and David P. Meeker, M.D.) for three-year terms.

• Ratification of Ernst & Young LLP as independent auditor for fiscal year ending December 31, 2026.

• Advisory (non-binding) vote on executive compensation (Say-on-Pay).

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes with staggered three-year terms; current structure maintained for stability and long-term focus.

• Majority of directors are independent per Nasdaq and SEC standards; regular executive sessions held without management.

• Lead Director role established to balance combined CEO/Chairman position.

• Board committees: Audit, Compensation & Management Development, and Governance & Nominating, all with independent members.

• Active director nomination process with consideration of diversity, experience, and stockholder recommendations.