Madrigal Pharmaceuticals (MDGL) Proxy filing summary

Voting matters and shareholder proposals

• Shareholders will vote on the re-election of three Class I directors: Julian Baker, Daniel Brennan, and James Daly.

• An advisory vote will be held to approve executive compensation.

• Ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2026 is on the agenda.

• Approval of the 2026 Stock Plan and the 2026 Employee Stock Purchase Plan will be considered.

• Other business matters may be addressed as appropriate during the meeting.

Board of directors and corporate governance

• The board recommends voting in favor of all proposals presented at the annual meeting.

• The meeting will be held virtually, allowing shareholders to participate online.

Executive compensation and say-on-pay

• An advisory vote on executive compensation is included in the agenda, allowing shareholders to express their views.