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RHYTHM PHARMACEUTICALS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and RHYTHM PHARMACEUTICALS INC.’s Form 8-K, filed June 26, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

12Ballot items
291Asset managers
3,089Fund votes
June 24, 2025Main meeting date

Results at a glance

Meeting of June 24, 2025: 6 items on RHYTHM PHARMACEUTICALS INC.’s Form 8-K, filed June 26, 2025: 1 approved · 5 without a stated outcome.

Meeting of September 18, 2024: 6 items on RHYTHM PHARMACEUTICALS INC.’s Form 8-K, filed September 19, 2024: 1 approved · 5 without a stated outcome.

Material dissent

Elect Director: Edward T. Mathers 60% of votes cast Outcome not stated Director under 80%
4. Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan 63% of votes cast Approved Under 80%
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers 69% of votes cast Outcome not stated Say-on-pay under 70%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore RHYTHM PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by RHYTHM PHARMACEUTICALS INC.

These tallies are RHYTHM PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 26, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX. RHYTHM PHARMACEUTICALS INC. reported 2 meetings in this season; each is tabulated separately below, with its own filing.

RHYTHM PHARMACEUTICALS INC. — official shareholder meeting results, meeting held June 24, 2025 (Form 8-K, filed June 26, 2025)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Jennifer Good	55,565,432	--	--	3,393,257	1,759,938	94%	Not verified	—
Elect Director: Edward T. Mathers	35,169,176	--	--	23,789,513	1,759,938	60%	Not verified	—
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025	60,554,577	158,123	5,927	--	0	99.7%	Not verified	—
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers	40,890,846	18,057,763	10,080	--	1,759,938	69%	Not verified	—
4. Approval of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "Officer Ex	55,466,440	3,483,935	8,314	--	1,759,938	94%	Not verified	—
5. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Officer Exculpation Amendment	52,278,219	6,673,470	7,000	--	1,759,938	89%	Approved	—

Source: RHYTHM PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 26, 2025 — read the filing on EDGAR.

RHYTHM PHARMACEUTICALS INC. — official shareholder meeting results, meeting held September 18, 2024 (Form 8-K, filed September 19, 2024)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Stuart A. Arbuckle	45,585,464	--	--	6,530,701	1,829,832	87%	Not verified	—
Elect Director: Christophe R. Jean	45,017,705	--	--	7,098,460	1,829,832	86%	Not verified	—
Elect Director: Lynn A. Tetrault	45,485,067	--	--	6,631,098	1,829,832	87%	Not verified	—
2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024	53,844,430	69,539	32,028	--	0	99.8%	Not verified	—
3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers	50,612,289	1,487,317	16,559	--	1,829,832	97%	Not verified	—
4. Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan	32,739,796	19,359,379	16,990	--	1,829,832	63%	Approved	—

Source: RHYTHM PHARMACEUTICALS INC., Form 8-K, filed with the SEC on September 19, 2024 — read the filing on EDGAR.

How asset managers voted at the RHYTHM PHARMACEUTICALS INC. 2024-2025 meetings

Each item below shows how the 291 asset managers that disclosed a RHYTHM PHARMACEUTICALS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Edward T. Mathers

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held June 24, 2025.

Combines 4 wordings of this item as funds reported it.

60% Majority: yes · of votes cast

FOR 60%WITHHELD

FOR: 35,169,176WITHHELD: 23,789,513

Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: Election of the Class II directors, each to serve for a three year term until the 2028 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Edward T. Mathers

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Edward T. Mathers”): 35,169,176 for, 23,789,513 withheld, per its Form 8-K filed June 26, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 60% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 11,081,067 for, 7,846,061 withheld, 4,351,574 abstained.

FORABSTAINWITHHOLD

FOR: 11,081,067ABSTAIN: 4,351,574WITHHOLD: 7,846,061

Largest asset managers voting on “Election of the Class II directors, each to serve for a three year term until the 2028 Annual Meeting of Stock” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	0	3,259,015	0	Abstain
Fidelity	0	0	2,927,727	Withhold
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	0	0	890,762	Withhold
State Street	2,028	0	716,484	Withhold
ACAP Strategic Fund	0	0	502,832	Withhold
Charles Schwab	0	0	454,523	Withhold
Manager Directed Portfolios	369,024	0	0	For
Putnam	0	0	361,067	Withhold
Loomis Sayles	0	342,725	0	Abstain
HARBOR FUNDS	0	314,951	0	Abstain
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	0	0	248,237	Withhold
Equitable	0	0	171,898	Withhold
Invesco	0	0	162,016	Withhold
JPMorgan	0	159,001	0	Abstain
Advantage Advisers Xanthus Fund, L.L.C.	0	0	146,151	Withhold
TIAA	0	0	140,826	Withhold
Brighthouse	0	0	116,935	Withhold
QUANTITATIVE MASTER SERIES LLC	0	94,179	0	Abstain
Aberdeen	0	0	79,956	Withhold
First Trust	0	0	74,297	Withhold
Russell Investments	0	0	57,173	Withhold

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

2. Elect Director: Jennifer Good

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held June 24, 2025.

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 55,565,432WITHHELD: 3,393,257

Details: description as filed, official tally, votes by 84 asset managers

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jennifer Good”): 55,565,432 for, 3,393,257 withheld, per its Form 8-K filed June 26, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 21,444,292 for, 1,115,265 withheld, 719,145 abstained.

FOR

FOR: 21,444,292ABSTAIN: 719,145WITHHOLD: 1,115,265

Largest asset managers voting on “Election of the Class II directors, each to serve for a three year term until the 2028 Annual Meeting of Stock” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	3,259,015	0	0	For
Fidelity	2,927,727	0	0	For
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	890,762	0	0	For
State Street	718,512	0	0	For
ACAP Strategic Fund	502,832	0	0	For
Charles Schwab	0	0	454,523	Withhold
Manager Directed Portfolios	0	369,024	0	Abstain
Putnam	0	0	361,067	Withhold
Loomis Sayles	0	342,725	0	Abstain
HARBOR FUNDS	314,951	0	0	For
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	0	For
Equitable	111,628	0	60,270	Mixed
Invesco	162,016	0	0	For
JPMorgan	159,001	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
Brighthouse	47,944	0	68,991	Mixed
QUANTITATIVE MASTER SERIES LLC	94,179	0	0	For
Aberdeen	79,956	0	0	For
First Trust	74,297	0	0	For
Russell Investments	0	0	57,173	Withhold

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

3. Elect Director: Christophe R. Jean

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held September 18, 2024.

Combines 4 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%

FOR: 45,017,705WITHHELD: 7,098,460

Details: description as filed, official tally, votes by 74 asset managers

Description as filed by funds: Election of the Class I directors, each to serve for a three year term until the 2027 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified: Christophe R. Jean

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Christophe R. Jean”): 45,017,705 for, 7,098,460 withheld, per its Form 8-K filed September 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 86% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 19,663,318 for, 1,619,286 withheld, 47,993 abstained.

FOR

FOR: 19,663,318ABSTAIN: 47,993WITHHOLD: 1,619,286

Largest asset managers voting on “Election of the Class I directors, each to serve for a three year term until the 2027 Annual Meeting of Stockh” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Withheld	Vote
PRIMECAP Odyssey Funds	6,960,312	0	For
BlackRock	3,355,396	0	For
Vanguard	3,217,318	0	For
Federated Hermes	1,660,780	0	For
Fidelity	1,111,550	8,627	For
State Street	656,003	794	For
ACAP Strategic Fund	0	490,138	Withhold
Charles Schwab	430,047	0	For
T. Rowe Price	392,639	0	For
JANUS INVESTMENT FUND	287,724	0	For
Loomis Sayles	245,281	0	For
Putnam	0	215,035	Withhold
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	Mixed
DRIEHAUS MUTUAL FUNDS	0	158,419	Withhold
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Withhold
Aberdeen	0	112,804	Withhold
Brighthouse	76,856	22,092	Mixed
First Trust	0	70,091	Withhold
Legg Mason	59,600	4,471	Mixed
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Withhold

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

4. Elect Director: Lynn A. Tetrault

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held September 18, 2024.

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 45,485,067WITHHELD: 6,631,098

Details: description as filed, official tally, votes by 74 asset managers

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Lynn A. Tetrault”): 45,485,067 for, 6,631,098 withheld, per its Form 8-K filed September 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 74 asset managers below reported 19,701,291 for, 1,579,736 withheld, 49,570 abstained.

FOR

FOR: 19,701,291ABSTAIN: 49,570WITHHOLD: 1,579,736

Largest asset managers voting on “Election of the Class I directors, each to serve for a three year term until the 2027 Annual Meeting of Stockh” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Withheld	Vote
PRIMECAP Odyssey Funds	6,960,312	0	For
BlackRock	3,355,396	0	For
Vanguard	3,217,318	0	For
Federated Hermes	1,660,780	0	For
Fidelity	1,111,550	8,627	For
State Street	656,003	794	For
ACAP Strategic Fund	0	490,138	Withhold
Charles Schwab	430,047	0	For
T. Rowe Price	392,639	0	For
JANUS INVESTMENT FUND	287,724	0	For
Loomis Sayles	245,281	0	For
Putnam	0	215,035	Withhold
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	Mixed
DRIEHAUS MUTUAL FUNDS	0	158,419	Withhold
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Withhold
Aberdeen	0	112,804	Withhold
Brighthouse	76,856	22,092	Mixed
First Trust	0	70,091	Withhold
Legg Mason	59,600	4,471	Mixed
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Withhold

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

5. Elect Director: Stuart A. Arbuckle

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Meeting held September 18, 2024.

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%

FOR: 45,585,464WITHHELD: 6,530,701

Details: description as filed, official tally, votes by 74 asset managers

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Stuart A. Arbuckle”): 45,585,464 for, 6,530,701 withheld, per its Form 8-K filed September 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

The 74 asset managers below reported 19,702,868 for, 1,579,736 withheld, 47,993 abstained.

FOR

FOR: 19,702,868ABSTAIN: 47,993WITHHOLD: 1,579,736

Largest asset managers voting on “Election of the Class I directors, each to serve for a three year term until the 2027 Annual Meeting of Stockh” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Withheld	Vote
PRIMECAP Odyssey Funds	6,960,312	0	For
BlackRock	3,355,396	0	For
Vanguard	3,217,318	0	For
Federated Hermes	1,660,780	0	For
Fidelity	1,111,550	8,627	For
State Street	656,003	794	For
ACAP Strategic Fund	0	490,138	Withhold
Charles Schwab	430,047	0	For
T. Rowe Price	392,639	0	For
JANUS INVESTMENT FUND	287,724	0	For
Loomis Sayles	245,281	0	For
Putnam	0	215,035	Withhold
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	Mixed
DRIEHAUS MUTUAL FUNDS	0	158,419	Withhold
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Withhold
Aberdeen	0	112,804	Withhold
Brighthouse	76,856	22,092	Mixed
First Trust	0	70,091	Withhold
Legg Mason	59,600	4,471	Mixed
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Withhold

Showing the 25 largest of 74 asset managers. See all 74 in the interactive database.

6. 4. Approval of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of…

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Meeting held June 24, 2025.

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 55,466,440AGAINST: 3,483,935

Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: Approval of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law of the State of Delaware (the "Officer Exculpation Proposal").

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“4. Approval of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation of officers from breaches of fiduciary duty to the fullest extent permitted by the General Corporation Law o”): 55,466,440 for, 3,483,935 against, per its Form 8-K filed June 26, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 22,169,435 for, 1,104,496 against, 4,771 abstained.

FOR

FOR: 22,169,435AGAINST: 1,104,496ABSTAIN: 4,771

Largest asset managers voting on “Approval of an amendment to our Amended and Restated Certificate of Incorporation to provide for exculpation o” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	3,259,015	0	0	For
Fidelity	2,927,727	0	0	For
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	890,762	0	0	For
State Street	718,079	433	0	For
ACAP Strategic Fund	502,832	0	0	For
Charles Schwab	454,523	0	0	For
Manager Directed Portfolios	0	369,024	0	Against
Putnam	361,067	0	0	For
Loomis Sayles	0	342,725	0	Against
HARBOR FUNDS	314,951	0	0	For
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	0	For
Equitable	171,898	0	0	For
Invesco	162,016	0	0	For
JPMorgan	0	159,001	0	Against
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
Brighthouse	47,944	64,220	4,771	Mixed
QUANTITATIVE MASTER SERIES LLC	94,179	0	0	For
Aberdeen	79,956	0	0	For
First Trust	74,297	0	0	For
Russell Investments	0	57,173	0	Against

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

7. 5. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not…

Official resultCORPORATE GOVERNANCEReported outcome: Approved

Meeting held June 24, 2025.

89% Approved · of votes cast

FOR 89%

FOR: 52,278,219AGAINST: 6,673,470

Details: description as filed, official tally, votes by 82 asset managers

Description as filed by funds: APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT SUFFICIENT VOTES AT THE TIME OF THE ANNUAL MEETING TO APPROVE THE OFFICER EXCULPATION AMENDMENT.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“5. Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Officer Exculpation Amendment”): 52,278,219 for, 6,673,470 against — passed, per its Form 8-K filed June 26, 2025 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5: Approval of an adjournment of the Annual Meeting, if necessary, to solicit additional proxies if there are not sufficient votes at the time of the Annual Meeting to approve the Officer Exculpation Amendment”
Support: 89% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 82 asset managers below reported 20,150,059 for, 3,121,568 against, 4,771 abstained.

FOR

FOR: 20,150,059AGAINST: 3,121,568ABSTAIN: 4,771

Largest asset managers voting on “APPROVAL OF AN ADJOURNMENT OF THE ANNUAL MEETING, IF NECESSARY, TO SOLICIT ADDITIONAL PROXIES IF THERE ARE NOT” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	3,259,015	0	0	For
Fidelity	2,927,727	0	0	For
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	0	890,762	0	Against
State Street	12,327	706,185	0	Against
ACAP Strategic Fund	502,832	0	0	For
Charles Schwab	0	454,523	0	Against
Manager Directed Portfolios	0	369,024	0	Against
Putnam	361,067	0	0	For
Loomis Sayles	0	342,725	0	Against
HARBOR FUNDS	314,951	0	0	For
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	0	For
Equitable	167,020	4,878	0	For
Invesco	162,016	0	0	For
JPMorgan	159,001	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
Brighthouse	19,822	92,342	4,771	Mixed
QUANTITATIVE MASTER SERIES LLC	94,179	0	0	For
Aberdeen	79,956	0	0	For
First Trust	74,297	0	0	For
Russell Investments	0	57,173	0	Against

Showing the 25 largest of 82 asset managers. See all 82 in the interactive database.

8. 4. Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan

Official result Fund totals may overlapCOMPENSATIONReported outcome: Approved

Meeting held September 18, 2024.

Combines 2 wordings of this item as funds reported it.

63% Approved · of votes cast

FOR 63%AGAINST

FOR: 32,739,796AGAINST: 19,359,379

Details: description as filed, official tally, votes by 76 asset managers

Description as filed by funds: Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“4. Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan”): 32,739,796 for, 19,359,379 against — passed, per its Form 8-K filed September 19, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Item 4 - Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.”
Support: 63% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 73 asset managers voting on “Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	6,960,312	0	0	For
BlackRock	0	3,355,396	0	Against
Vanguard	3,217,318	0	0	For
Federated Hermes	1,660,780	0	0	For
Fidelity	0	1,120,177	0	Against
State Street	644	656,153	0	Against
ACAP Strategic Fund	0	490,138	0	Against
Charles Schwab	0	430,047	0	Against
T. Rowe Price	0	392,639	0	Against
JANUS INVESTMENT FUND	287,724	0	0	For
Loomis Sayles	0	245,281	0	Against
Putnam	0	215,035	0	Against
Manager Directed Portfolios	0	207,361	0	Against
Artisan	0	171,239	0	Against
Invesco	0	167,600	0	Against
Equitable	10,882	154,335	0	Mixed
DRIEHAUS MUTUAL FUNDS	0	158,419	0	Against
TIAA	0	146,270	0	Against
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	0	Against
Aberdeen	0	112,804	0	Against
Brighthouse	0	90,491	8,457	Mixed
First Trust	0	70,091	0	Against
Legg Mason	0	64,071	0	Against
QUANTITATIVE MASTER SERIES LLC	0	61,324	0	Against
RBB FUND, INC.	0	57,988	0	Against

Fund voting reports, all 73 managers: 12,203,550 for, 9,117,845 against, 8,457 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 3 asset managers voting on “Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
NEA Management Company, LLC	2,909,956	0	For
ALGERT GLOBAL LLC	0	58,919	Against
UNITED CAPITAL FINANCIAL ADVISORS, LLC	0	147	Against

Institutional-manager reports, all 3 managers: 2,909,956 for, 59,066 against.

9. 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Meeting held June 24, 2025.

Combines 8 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%AGAINST

FOR: 40,890,846AGAINST: 18,057,763

Details: description as filed, official tally, votes by 258 asset managers

Description as filed by funds: Approval, on an advisory (non- binding) basis, of the compensation of the named executive officers of the Company.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers”): 40,890,846 for, 18,057,763 against, per its Form 8-K filed June 26, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 69% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 83 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the named executive officers of the Comp” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	0	3,259,015	0	Against
Fidelity	1,753,300	1,174,427	0	Mixed
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	883,462	0	0	For
State Street	708,171	10,341	0	For
ACAP Strategic Fund	0	502,832	0	Against
Charles Schwab	0	454,523	0	Against
Manager Directed Portfolios	0	369,024	0	Against
Putnam	0	361,067	0	Against
Loomis Sayles	0	342,725	0	Against
HARBOR FUNDS	0	314,951	0	Against
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	0	For
Equitable	24,326	147,572	0	Mixed
Invesco	0	162,016	0	Against
JPMorgan	159,001	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,151	0	Against
Brighthouse	28,122	84,042	4,771	Mixed
TIAA	115,412	0	0	For
QUANTITATIVE MASTER SERIES LLC	0	94,179	0	Against
Aberdeen	79,956	0	0	For
First Trust	0	74,297	0	Against
Russell Investments	0	57,173	0	Against

Fund voting reports, all 83 managers: 15,108,156 for, 8,131,502 against, 4,771 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 203 asset managers voting on “Approval, on an advisory (non- binding) basis, of the compensation of the named executive officers of the Comp” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
PRIMECAP MANAGEMENT CO/CA/	5,636,697	0	For
BAKER BROS. ADVISORS LP	5,604,483	0	For
RA CAPITAL MANAGEMENT, L.P.	5,491,123	0	For
NEA Management Company, LLC	2,911,349	0	For
BlackRock	27,688	2,708,049	Against
PERCEPTIVE ADVISORS LLC	1,990,967	0	For
Fidelity	1,811,271	0	For
State Street	1,750,633	25,781	For
Federated Hermes	1,659,737	0	For
Janus Henderson	1,580,939	36,718	For
GEODE CAPITAL MANAGEMENT, LLC	0	1,299,568	Against
T. Rowe Price	1,228,245	0	For
WESTFIELD CAPITAL MANAGEMENT CO LP	0	1,101,032	Against
Checkpoint Capital L.P.	1,043,775	0	For
DRIEHAUS CAPITAL MANAGEMENT LLC	839,732	0	For
Hood River Capital Management LLC	0	649,160	Against
MARSHALL WACE, LLP	0	633,696	Against
Loomis Sayles	0	586,960	Against
Putnam	0	479,059	Against
Opaleye Management Inc.	475,000	0	For
Northern Trust	446,709	12,450	For
Charles Schwab	0	454,692	Against
Point72	0	331,189	Against
PICTET ASSET MANAGEMENT SA	0	326,948	Against
Rock Springs Capital Management LP	312,096	0	For

Institutional-manager reports, all 203 managers: 34,379,582 for, 11,588,006 against, 891 abstained, 252 not voted. Showing the 25 largest; see all in the interactive database.

10. 3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Meeting held September 18, 2024.

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 50,612,289AGAINST: 1,487,317

Details: description as filed, official tally, votes by 217 asset managers

Description as filed by funds: APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“3. Approval, on an advisory (non-binding) basis, of the compensation of the Company's named executive officers”): 50,612,289 for, 1,487,317 against, per its Form 8-K filed September 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 73 asset managers voting on “APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPA” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	6,960,312	0	0	For
BlackRock	3,355,396	0	0	For
Vanguard	3,217,318	0	0	For
Federated Hermes	1,660,780	0	0	For
Fidelity	1,120,177	0	0	For
State Street	656,797	0	0	For
ACAP Strategic Fund	490,138	0	0	For
Charles Schwab	430,047	0	0	For
T. Rowe Price	392,639	0	0	For
JANUS INVESTMENT FUND	287,724	0	0	For
Loomis Sayles	245,281	0	0	For
Putnam	215,035	0	0	For
Manager Directed Portfolios	207,361	0	0	For
Artisan	171,239	0	0	For
Invesco	0	167,600	0	Against
Equitable	165,217	0	0	For
DRIEHAUS MUTUAL FUNDS	158,419	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,200	0	0	For
Aberdeen	112,804	0	0	For
TIAA	99,727	0	0	For
Brighthouse	90,491	0	8,457	Mixed
First Trust	70,091	0	0	For
Legg Mason	64,071	0	0	For
QUANTITATIVE MASTER SERIES LLC	61,324	0	0	For
RBB FUND, INC.	57,988	0	0	For

Fund voting reports, all 73 managers: 21,078,387 for, 195,821 against, 8,457 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 169 asset managers voting on “APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPA” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
PRIMECAP MANAGEMENT CO/CA/	7,305,791	For
BAKER BROS. ADVISORS LP	6,398,365	For
RA CAPITAL MANAGEMENT, L.P.	3,944,490	For
NEA Management Company, LLC	2,909,956	For
Frazier Life Sciences Management, L.P.	2,416,952	For
PERCEPTIVE ADVISORS LLC	2,107,681	For
BlackRock	1,741,149	For
State Street	1,714,584	For
Federated Hermes	1,660,782	For
Rock Springs Capital Management LP	1,235,490	For
GEODE CAPITAL MANAGEMENT, LLC	1,160,755	For
DRIEHAUS CAPITAL MANAGEMENT LLC	754,322	For
ORBIMED ADVISORS LLC	704,842	For
Commodore Capital LP	700,000	For
Checkpoint Capital L.P.	616,715	For
T. Rowe Price	543,174	For
PICTET ASSET MANAGEMENT SA	523,048	For
Opaleye Management Inc.	505,000	For
Charles Schwab	430,057	For
Putnam	428,728	For
Northern Trust	422,177	For
CANADA PENSION PLAN INVESTMENT BOARD	417,000	For
Loomis Sayles	415,263	For
Hood River Capital Management LLC	374,920	For
Janus Henderson	368,011	For

Institutional-manager reports, all 169 managers: 42,689,114 for, 1,112,804 against, 440 abstained, 128 not voted. Showing the 25 largest; see all in the interactive database.

11. 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Meeting held June 24, 2025.

Combines 2 wordings of this item as funds reported it.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 60,554,577AGAINST: 158,123

Details: description as filed, official tally, votes by 84 asset managers

Description as filed by funds: RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2025.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 60,554,577 for, 158,123 against, per its Form 8-K filed June 26, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 84 asset managers below reported 23,243,473 for, 30,458 against, 4,771 abstained.

FOR

FOR: 23,243,473AGAINST: 30,458ABSTAIN: 4,771

Largest asset managers voting on “RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR ” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	5,361,309	0	0	For
Vanguard	3,354,950	0	0	For
BlackRock	3,259,015	0	0	For
Fidelity	2,927,727	0	0	For
Federated Hermes	1,655,570	0	0	For
T. Rowe Price	890,762	0	0	For
State Street	718,471	41	0	For
ACAP Strategic Fund	502,832	0	0	For
Charles Schwab	454,523	0	0	For
Manager Directed Portfolios	369,024	0	0	For
Putnam	361,067	0	0	For
Loomis Sayles	342,725	0	0	For
HARBOR FUNDS	314,951	0	0	For
JANUS INVESTMENT FUND	255,643	0	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	0	For
Equitable	171,898	0	0	For
Invesco	162,016	0	0	For
JPMorgan	159,001	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
Brighthouse	112,164	0	4,771	For
QUANTITATIVE MASTER SERIES LLC	94,179	0	0	For
Aberdeen	79,956	0	0	For
First Trust	74,297	0	0	For
Russell Investments	57,173	0	0	For

Showing the 25 largest of 84 asset managers. See all 84 in the interactive database.

12. 2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Meeting held September 18, 2024.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 53,844,430AGAINST: 69,539

Details: description as filed, official tally, votes by 71 asset managers

Description as filed by funds: Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“2. Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 53,844,430 for, 69,539 against, per its Form 8-K filed September 19, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 71 asset managers below reported 21,319,701 for, 91 against, 8,457 abstained.

FOR

FOR: 21,319,701AGAINST: 91ABSTAIN: 8,457

Largest asset managers voting on “Ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for ” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
PRIMECAP Odyssey Funds	6,960,312	0	0	For
BlackRock	3,355,396	0	0	For
Vanguard	3,217,318	0	0	For
Federated Hermes	1,660,780	0	0	For
Fidelity	1,120,177	0	0	For
State Street	656,706	91	0	For
ACAP Strategic Fund	490,138	0	0	For
Charles Schwab	430,047	0	0	For
T. Rowe Price	392,639	0	0	For
JANUS INVESTMENT FUND	287,724	0	0	For
Loomis Sayles	245,281	0	0	For
Putnam	215,035	0	0	For
Manager Directed Portfolios	207,361	0	0	For
Artisan	171,239	0	0	For
Invesco	167,600	0	0	For
Equitable	165,217	0	0	For
DRIEHAUS MUTUAL FUNDS	158,419	0	0	For
TIAA	146,270	0	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,200	0	0	For
Aberdeen	112,804	0	0	For
Brighthouse	90,491	0	8,457	Mixed
First Trust	70,091	0	0	For
Legg Mason	64,071	0	0	For
QUANTITATIVE MASTER SERIES LLC	61,324	0	0	For
RBB FUND, INC.	57,988	0	0	For

Showing the 25 largest of 71 asset managers. See all 71 in the interactive database.

Largest RHYTHM PHARMACEUTICALS INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 63,494,892 shares outstanding at the time of that meeting.

Fund voting reports: top RHYTHM PHARMACEUTICALS INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	PRIMECAP Odyssey Funds	8.44%
2	Vanguard	5.28%
3	BlackRock	5.13%
4	Fidelity	4.61%
5	Federated Hermes	2.61%
6	T. Rowe Price	1.39%
7	State Street	1.13%
8	ACAP Strategic Fund	0.79%
9	Charles Schwab	0.72%
10	Manager Directed Portfolios	0.58%

Institutional-manager reports: top RHYTHM PHARMACEUTICALS INC. shareholders by shares voted on “Approval, on an advisory (non- binding) basis, of the compensation of the named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	PRIMECAP MANAGEMENT CO/CA/	8.88%
2	BAKER BROS. ADVISORS LP	8.83%
3	RA CAPITAL MANAGEMENT, L.P.	8.65%
4	NEA Management Company, LLC	4.59%
5	BlackRock	4.31%
6	PERCEPTIVE ADVISORS LLC	3.14%
7	Fidelity	2.85%
8	State Street	2.80%
9	Federated Hermes	2.61%
10	Janus Henderson	2.55%

Reported RHYTHM PHARMACEUTICALS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

RHYTHM PHARMACEUTICALS INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
BlackRock	10.80%	13F
RA Capital Management, L.P.	10.50%	13G
Baker Bros. Advisors LP	8.83%	13G
Perceptive Advisors LLC	5.54%	13G
PRIMECAP MANAGEMENT CO/CA/	5.48%	13G
Vanguard Group	5.43%	13F
State Street	3.10%	13F
FMR (Fidelity)	2.66%	13F
Goldman Sachs	2.58%	13F
T. Rowe Price	1.89%	13F

Percentages above are of 63,494,892 shares outstanding, as reported by RHYTHM PHARMACEUTICALS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from RHYTHM PHARMACEUTICALS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At RHYTHM PHARMACEUTICALS INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held September 18, 2024 and June 24, 2025), 291 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 3,089 separate fund positions. On the most widely held item of the season, voted at the meeting held June 24, 2025 — Approval, on an advisory (non- binding) basis, of the compensation of the named executive… — FOR was 69% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: RHYTHM PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 26, 2025.

RHYTHM PHARMACEUTICALS INC. proxy season coverage: 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.