{"url_path":"/sec/mdgl/8-k/2026-06-17/item-5-02","section_key":"item-5-02","section_title":"Item 5.02 Departure of Directors or Certain Officers; Election","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-17","source_url":"https://www.sec.gov/Archives/edgar/data/1157601/0001104659-26-075130-index.html","accession_number":"0001104659-26-075130","cik":"0001157601","ticker":"MDGL","issuer_name":"MADRIGAL PHARMACEUTICALS, INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1157601/0001104659-26-075130-index.html","primary_entity_key":"0001157601","primary_entity_name":"MADRIGAL PHARMACEUTICALS, INC."},"word_count":972,"has_tables":true,"body_markdown":"**Item 5.02 Departure of Directors or Certain Officers; Election\nof Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.**\n\n \n\n**2026 Stock Plan**\n\n \n\nOn June 17, 2026, at the annual meeting of stockholders (the \"Annual\nMeeting\") of Madrigal Pharmaceuticals, Inc. (the \"Company\"), the Company's stockholders approved the Madrigal Pharmaceuticals, Inc.\n2026 Stock Plan (the \"2026 Stock Plan\"), which was previously adopted by the Company's Board of Directors (the \"Board\").\n\n \n\n[A summary of the material terms and conditions of the 2026 Stock Plan is included in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 28, 2026 (the \"Proxy Statement\") under \"Proposal 4: Approval of Madrigal Pharmaceuticals, Inc. 2026 Stock Plan,\"](https://www.sec.gov/ix?doc=/Archives/edgar/data/1157601/000130817926000352/mdgl-20260428.htm) which summary\nis incorporated herein by reference. This summary is qualified in its entirety by reference to the 2026 Stock Plan, a copy of which is\nfiled with this Current Report on Form 8-K as Exhibit 10.1.\n\n \n\n**2026 Employee Stock Purchase Plan**\n\n \n\nOn June 17, 2026, at the Annual Meeting, the Company's stockholders\napproved the Madrigal Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan (the \"2026 ESPP\"), which was previously adopted\nby the Board.\n\n \n\n[A summary of the material terms and conditions of the 2026 ESPP is included in the Proxy Statement under \"Proposal 5: Approval of Madrigal Pharmaceuticals, Inc. 2026 Employee Stock Purchase Plan,\"](https://www.sec.gov/ix?doc=/Archives/edgar/data/1157601/000130817926000352/mdgl-20260428.htm)\nwhich summary is incorporated herein by reference. This summary is qualified in its entirety by reference to the 2026 ESPP, a copy of\nwhich is filed with this Current Report on Form 8-K as Exhibit 10.2.\n\n \n\n**Non-Qualified Deferred Compensation Plan**\n\n \n\nOn June 16, 2026, the Board approved the adoption of the\nMadrigal Pharmaceuticals, Inc. Nonqualified Deferred Compensation Plan (the “Deferred Compensation Plan”) for\ncertain key management or highly compensated employees, including the Company’s named executive officers, and non-employee\nmembers of the Board as selected by the administrator of the Deferred Compensation Plan, which is the Compensation Committee (the\n‘‘Committee’’) or its delegate. The Deferred Compensation Plan will be effective on August 1, 2026.\n\n \n\nThe Deferred Compensation Plan is an unfunded, nonqualified deferred\ncompensation plan. Participants that are employees may defer, on a pre-tax basis, up to 60% of their base salary and up to 95% of their\nannual cash performance bonus to be earned in the following year. Participants who are non-employee directors may defer all or a portion\nof their cash Board service fees and equity grants received by a director for service on the Board and its committees. Participants will\nbe fully vested at all times in their account within the Deferred Compensation Plan with respect to amounts participants elect to defer.\nThe Deferred Compensation Plan provides for discretionary Company contributions, which, if made, would be subject to a vesting schedule.\nHowever, the Company does not currently intend to make contributions to participant accounts. A participant’s account balance will\nbe credited with deemed earnings in accordance with the earnings crediting options elected by the participant from time to time. In general,\nthe earnings crediting options are the mutual fund investment options designated from time to time by the administrator under the Deferred\nCompensation Plan. Payments of deferred amounts, together with deemed investment return (positive or negative), will generally be made\nfollowing a participant’s separation from service with the Company, either in a lump sum or in installments over a period of up\nto ten years, or at an earlier in-service payment date elected by the participant.\n\n \n\nThe Deferred Compensation Plan is an unfunded arrangement to be maintained\nby the Company to provide deferred compensation for a select group of management or highly compensated employees within the meaning of\nthe Employee Retirement Income Security Act of 1974, as amended (“ERISA”) or an excess benefit plan within the meaning of\nERISA, or a combination of both. The Deferred Compensation Plan is further intended to conform with the requirements of Internal Revenue\nCode Section 409A and the final regulations issued thereunder.\n\n \n\nThe obligations of the Company under the Deferred Compensation Plan\nwill be general unsecured obligations of the Company to pay deferred compensation in the future to eligible participants in accordance\nwith the terms of the Deferred Compensation Plan from the assets of the Company. The Company will establish a rabbi trust for the Deferred\nCompensation Plan, and contributions under the Deferred Compensation Plan will be deposited into the rabbi trust. Assets in the trust\nare subject to the claims of the Company’s general creditors in the event of bankruptcy or other insolvency. An account in the Deferred\nCompensation Plan will not give a participant any ownership interest in any of the investment options of the Deferred Compensation Plan,\nthe rabbi trust assets or any other specific assets of the Company.\n\n \n\n2\n\n \n\n \n\nThe above description of the Deferred Compensation Plan is qualified\nin its entirety by reference to the Deferred Compensation Plan, a copy of which is filed with this Current Report on Form 8-K as\nExhibit 10.3.\n\n \n\n**Dr. Taub Consulting Agreement**\n\n \n\nOn June 17, 2026, the Company entered into a consulting agreement\nwith Dr. Rebecca Taub (the \"Taub Consulting Agreement\"). Pursuant to the Taub Consulting Agreement, effective as of July 1,\n2026, Dr. Taub will transition from an employee of the Company to a consultant. Dr. Taub will provide scientific and medical\nguidance to the Company with respect to its MASH programs. Dr. Taub will be entitled to $100,000 annually in respect of these services.\nIn addition, Dr. Taub, who serves as a Class II director on the Board, will receive the same compensation payable to other non-employee\ndirectors on the Board, as detailed in the Proxy Statement. The above description of the Taub Consulting Agreement is qualified in its\nentirety by reference to the Taub Consulting Agreement, a copy of which will be filed as an exhibit to the Company's Quarterly Report\non Form 10-Q for the quarter ending June 30, 2026."}