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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 2025-06-26 (Item 5.07 on EDGAR). Page generated 02 October 2026.

16Reported items
289Asset managers
3,054Fund votes
2025-06-24Main meeting date

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 2025-06-26 (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 2025-06-24 (Form 8-K, filed 2025-06-26)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Jennifer Good	55,565,432	--	--	3,393,257	1,759,938	Majority: yes
Elect Director: Edward T. Mathers	35,169,176	--	--	23,789,513	1,759,938	Majority: yes
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	158,123	5,927	--	0	Majority: yes
Item 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	Majority: yes

Source: RHYTHM PHARMACEUTICALS INC., Form 8-K, filed with the SEC on 2025-06-26 — read the filing on EDGAR.

RHYTHM PHARMACEUTICALS INC. — official shareholder meeting results, meeting held 2024-09-18 (Form 8-K, filed 2024-09-19)
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Stuart A. Arbuckle	45,585,464	--	--	6,530,701	1,829,832	Majority: yes
Elect Director: Christophe R. Jean	45,017,705	--	--	7,098,460	1,829,832	Majority: yes
Elect Director: Lynn A. Tetrault	45,485,067	--	--	6,631,098	1,829,832	Majority: yes
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	69,539	32,028	--	0	Majority: yes
Item 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	Majority: yes
Item 4 - Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.	32,739,796	19,359,379	16,990	--	1,829,832	Majority: yes

Source: RHYTHM PHARMACEUTICALS INC., Form 8-K, filed with the SEC on 2024-09-19 — read the filing on EDGAR.

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

Each item below shows how the 289 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of RHYTHM PHARMACEUTICALS INC.’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Approval, on an advisory (non- binding) basis, of the compensation of the named executive officers of the Company.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 8 wordings of this item as funds reported it.

69% Majority: yes · of votes cast

FOR 69%AGAINST 31%

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

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“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 2025-06-26 (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. Of all 63,494,892 outstanding shares: 64% for, 28% against (93% of the company cast a for/against vote).

The 255 asset managers below cast 71% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 71%AGAINST 29%

FOR: 71.5%AGAINST: 28.5%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest 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
BlackRock	27,688	5,967,064	Against
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
PRIMECAP Odyssey Funds	5,361,309	0	For
Fidelity	3,564,571	1,174,427	For
Vanguard	3,496,292	998	For
Federated Hermes	3,315,307	0	For
NEA Management Company, LLC	2,911,349	0	For
State Street	2,458,804	36,122	For
T. Rowe Price	2,111,707	0	For
PERCEPTIVE ADVISORS LLC	1,990,967	0	For
Janus Henderson	1,580,939	36,718	For
GEODE CAPITAL MANAGEMENT, LLC	0	1,299,568	Against
WESTFIELD CAPITAL MANAGEMENT CO LP	0	1,101,032	Against
Checkpoint Capital L.P.	1,043,775	0	For
Loomis Sayles	0	929,685	Against
Charles Schwab	0	909,215	Against
Putnam	0	840,126	Against
DRIEHAUS CAPITAL MANAGEMENT LLC	839,732	0	For
Hood River Capital Management LLC	0	649,160	Against
MARSHALL WACE, LLP	0	633,696	Against
ACAP Strategic Fund	0	502,832	Against
Northern Trust	481,486	12,450	For
Opaleye Management Inc.	475,000	0	For

Showing the 25 largest of 255 asset managers. See all 255 in the interactive database.

2. APPROVAL, ON AN ADVISORY (NON-BINDING) BASIS, OF THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS OF THE COMPANY.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-09-18.

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

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

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“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 2024-09-19 (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. Of all 63,494,892 outstanding shares: 80% for, 2% against (82% of the company cast a for/against vote).

The 204 asset managers below cast 98% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the company's reported shares outstanding.

FOR 98%

FOR: 98.0%AGAINST: 2.0%ABSTAIN: 0.0%NOT VOTED: 0.0%

Largest 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
PRIMECAP Odyssey Funds	6,960,312	For
BAKER BROS. ADVISORS LP	6,398,365	For
BlackRock	5,042,372	For
RA CAPITAL MANAGEMENT, L.P.	3,944,490	For
Vanguard	3,389,308	For
Federated Hermes	3,321,562	For
NEA Management Company, LLC	2,909,956	For
Frazier Life Sciences Management, L.P.	2,416,952	For
State Street	2,371,381	For
PERCEPTIVE ADVISORS LLC	2,107,681	For
Rock Springs Capital Management LP	1,235,490	For
GEODE CAPITAL MANAGEMENT, LLC	1,160,755	For
Fidelity	1,097,512	For
T. Rowe Price	935,813	For
Charles Schwab	860,104	For
DRIEHAUS CAPITAL MANAGEMENT LLC	754,322	For
ORBIMED ADVISORS LLC	704,842	For
Commodore Capital LP	700,000	For
Loomis Sayles	660,544	For
Putnam	643,763	For
Checkpoint Capital L.P.	616,715	For
PICTET ASSET MANAGEMENT SA	523,048	For
Opaleye Management Inc.	505,000	For
ACAP Strategic Fund	490,138	For

Showing the 25 largest of 204 asset managers. See all 204 in the interactive database.

3. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

Combines 4 wordings of this item as funds reported it.

60% Majority: yes · of votes cast

FOR 60%WITHHELD 40%

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

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 2025-06-26 (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. Of all 63,494,892 outstanding shares: 55% for, 37% withheld (93% of the company cast a for/withheld vote).

The 84 asset managers below cast 100% of the shares they voted on this item FOR (11,081,067 for, 0 against).

FOR 47.7%ABSTAIN 52.3%

FOR: 11,081,067 (47.7%)ABSTAIN: 12,171,689 (52.3%)

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	Vote
PRIMECAP Odyssey Funds	5,361,309	0	For
Vanguard	3,354,950	0	For
BlackRock	0	3,259,015	Abstain
Fidelity	0	2,927,727	Abstain
Federated Hermes	1,655,570	0	For
T. Rowe Price	0	890,762	Abstain
State Street	2,028	716,484	Abstain
ACAP Strategic Fund	0	502,832	Abstain
Charles Schwab	0	454,523	Abstain
Manager Directed Portfolios	369,024	0	For
Putnam	0	361,067	Abstain
Loomis Sayles	0	342,725	Abstain
HARBOR FUNDS	0	314,951	Abstain
JANUS INVESTMENT FUND	255,643	0	For
DRIEHAUS MUTUAL FUNDS	0	248,237	Abstain
Equitable	0	171,898	Abstain
Invesco	0	162,016	Abstain
Advantage Advisers Xanthus Fund, L.L.C.	0	146,151	Abstain
TIAA	0	140,826	Abstain
JPMorgan	0	133,055	Abstain
Brighthouse	0	116,935	Abstain
QUANTITATIVE MASTER SERIES LLC	0	94,179	Abstain
Aberdeen	0	79,956	Abstain
First Trust	0	74,297	Abstain
Russell Investments	0	57,173	Abstain

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

4. 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: Jennifer Good

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-24.

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

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 2025-06-26 (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. Of all 63,494,892 outstanding shares: 88% for, 5% withheld (93% of the company cast a for/withheld vote).

The 84 asset managers below cast 100% of the shares they voted on this item FOR (21,418,346 for, 0 against).

FOR 92%8%

FOR: 21,418,346 (92.1%)ABSTAIN: 1,834,410 (7.9%)

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	Vote
PRIMECAP Odyssey Funds	5,361,309	0	For
Vanguard	3,354,950	0	For
BlackRock	3,259,015	0	For
Fidelity	2,927,727	0	For
Federated Hermes	1,655,570	0	For
T. Rowe Price	890,762	0	For
State Street	718,512	0	For
ACAP Strategic Fund	502,832	0	For
Charles Schwab	0	454,523	Abstain
Manager Directed Portfolios	0	369,024	Abstain
Putnam	0	361,067	Abstain
Loomis Sayles	0	342,725	Abstain
HARBOR FUNDS	314,951	0	For
JANUS INVESTMENT FUND	255,643	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	For
Equitable	111,628	60,270	For
Invesco	162,016	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	For
TIAA	140,826	0	For
JPMorgan	133,055	0	For
Brighthouse	47,944	68,991	Abstain
QUANTITATIVE MASTER SERIES LLC	94,179	0	For
Aberdeen	79,956	0	For
First Trust	74,297	0	For
Russell Investments	0	57,173	Abstain

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

5. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-24.

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

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“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 2025-06-26 (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. Of all 63,494,892 outstanding shares: 95% for, 0.3% against (96% of the company cast a for/against vote).

The 84 asset managers below cast 99.8% of the shares they voted on this item FOR (23,217,527 for, 30,458 against).

FOR 99.8%

FOR: 23,217,527 (99.8%)AGAINST: 30,458 (0.1%)ABSTAIN: 4,771 (0.0%)

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
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
JPMorgan	133,055	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.

6. 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.

CORPORATE GOVERNANCE

Meeting held 2025-06-24.

87% fund support · no official result

FOR 87%13%

The 82 asset managers below cast 87% of the shares they voted on this item FOR (20,124,113 for, 3,121,568 against).

FOR: 20,124,113 (86.6%)AGAINST: 3,121,568 (13.4%)ABSTAIN: 4,771 (0.0%)

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
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	0	For
TIAA	140,826	0	0	For
JPMorgan	133,055	0	0	For
Brighthouse	19,822	92,342	4,771	Against
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.

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

COMPENSATIONMajority of the votes cast: yes

Meeting held 2024-09-18.

Combines 2 wordings of this item as funds reported it.

63% Majority: yes · of votes cast

FOR 63%AGAINST 37%

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

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“Item 4 - Reapproval of the Rhythm Pharmaceuticals, Inc. 2017 Equity Incentive Plan.”): 32,739,796 for, 19,359,379 against, per its Form 8-K filed 2024-09-19 (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. Of all 63,494,892 outstanding shares: 51.6% for, 30% against (82% of the company cast a for/against vote).

The 76 asset managers below cast 62% of the shares they voted on this item FOR (15,113,506 for, 9,176,911 against).

FOR 62%AGAINST 38%

FOR: 15,113,506 (62.2%)AGAINST: 9,176,911 (37.8%)ABSTAIN: 8,457 (0.0%)

Largest 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
NEA Management Company, LLC	2,909,956	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	Against
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	Against
First Trust	0	70,091	0	Against
Legg Mason	0	64,071	0	Against
QUANTITATIVE MASTER SERIES LLC	0	61,324	0	Against

Showing the 25 largest of 76 asset managers. See all 76 in the interactive database.

8. 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").

CORPORATE GOVERNANCE

Meeting held 2025-06-24.

Combines 2 wordings of this item as funds reported it.

96% fund support · no official result

FOR 96%

The 74 asset managers below cast 96% of the shares they voted on this item FOR (20,005,912 for, 918,704 against).

FOR: 20,005,912 (95.6%)AGAINST: 918,704 (4.4%)

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	Vote
PRIMECAP Odyssey Funds	5,361,309	0	For
Vanguard	3,354,950	0	For
BlackRock	3,259,015	0	For
Fidelity	2,927,727	0	For
T. Rowe Price	890,762	0	For
State Street	718,079	433	For
ACAP Strategic Fund	502,832	0	For
Manager Directed Portfolios	0	369,024	Against
Putnam	361,067	0	For
Loomis Sayles	0	342,725	Against
HARBOR FUNDS	314,951	0	For
JANUS INVESTMENT FUND	255,643	0	For
DRIEHAUS MUTUAL FUNDS	248,237	0	For
Equitable	171,898	0	For
Invesco	162,016	0	For
Advantage Advisers Xanthus Fund, L.L.C.	146,151	0	For
TIAA	140,826	0	For
JPMorgan	0	133,055	Against
Brighthouse	47,944	64,220	Against
QUANTITATIVE MASTER SERIES LLC	94,179	0	For
Aberdeen	79,956	0	For
First Trust	74,297	0	For
John Hancock	50,130	0	For
Prudential/PGIM	49,386	0	For
Harbor Funds II	46,346	0	For

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

9. 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

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-09-18.

Combines 4 wordings of this item as funds reported it.

86% Majority: yes · of votes cast

FOR 86%14%

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

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 2024-09-19 (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. Of all 63,494,892 outstanding shares: 71% for, 11% withheld (82% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (19,663,318 for, 0 against).

FOR 92%8%

FOR: 19,663,318 (92.2%)ABSTAIN: 1,667,279 (7.8%)

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	Abstain	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	Abstain
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	Abstain
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	For
DRIEHAUS MUTUAL FUNDS	0	158,419	Abstain
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Abstain
Aberdeen	0	112,804	Abstain
Brighthouse	76,856	22,092	For
First Trust	0	70,091	Abstain
Legg Mason	59,600	4,471	For
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Abstain

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

10. 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: Lynn A. Tetrault

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-09-18.

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

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

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 2024-09-19 (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. Of all 63,494,892 outstanding shares: 72% for, 10% withheld (82% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (19,701,291 for, 0 against).

FOR 92%8%

FOR: 19,701,291 (92.4%)ABSTAIN: 1,629,306 (7.6%)

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	Abstain	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	Abstain
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	Abstain
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	For
DRIEHAUS MUTUAL FUNDS	0	158,419	Abstain
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Abstain
Aberdeen	0	112,804	Abstain
Brighthouse	76,856	22,092	For
First Trust	0	70,091	Abstain
Legg Mason	59,600	4,471	For
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Abstain

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

11. 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: Stuart A. Arbuckle

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2024-09-18.

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%13%

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

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 2024-09-19 (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. Of all 63,494,892 outstanding shares: 72% for, 10% withheld (82% of the company cast a for/withheld vote).

The 74 asset managers below cast 100% of the shares they voted on this item FOR (19,702,868 for, 0 against).

FOR 92%8%

FOR: 19,702,868 (92.4%)ABSTAIN: 1,627,729 (7.6%)

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	Abstain	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	Abstain
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	Abstain
Manager Directed Portfolios	207,361	0	For
Artisan	171,239	0	For
Invesco	167,600	0	For
Equitable	105,647	59,570	For
DRIEHAUS MUTUAL FUNDS	0	158,419	Abstain
TIAA	146,270	0	For
Advantage Advisers Xanthus Fund, L.L.C.	0	146,200	Abstain
Aberdeen	0	112,804	Abstain
Brighthouse	76,856	22,092	For
First Trust	0	70,091	Abstain
Legg Mason	59,600	4,471	For
QUANTITATIVE MASTER SERIES LLC	61,324	0	For
RBB FUND, INC.	0	57,988	Abstain

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

12. 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.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2024-09-18.

99.8% Majority: yes · of votes cast

FOR 99.8%

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

RHYTHM PHARMACEUTICALS INC.’s own tally for this item (“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 2024-09-19 (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. Of all 63,494,892 outstanding shares: 85% for, 0.2% against (85% of the company cast a for/against vote).

The 71 asset managers below cast 99.9% of the shares they voted on this item FOR (21,319,701 for, 91 against).

FOR 99.9%

FOR: 21,319,701 (100.0%)AGAINST: 91 (0.0%)ABSTAIN: 8,457 (0.0%)

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	For
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.

13. 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 Amendment").

CORPORATE GOVERNANCE

Meeting held 2025-06-24.

93% fund support · no official result

FOR 93%

The 11 asset managers below cast 93% of the shares they voted on this item FOR (2,161,964 for, 159,101 against).

FOR: 2,161,964 (93.0%)AGAINST: 159,101 (6.8%)ABSTAIN: 4,771 (0.2%)

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
Federated Hermes	1,655,570	0	0	For
Charles Schwab	454,523	0	0	For
Russell Investments	0	57,173	0	Against
Mercer Funds	40,558	0	0	For
Neuberger Berman	0	35,733	0	Against
Global X	0	33,146	0	Against
SEI	0	31,192	0	Against
New York Life	11,196	0	0	For
Brighthouse	0	0	4,771	Abstain
Nationwide	0	1,857	0	Against
Principal	117	0	0	For

14. Adjourn Meeting

SHAREHOLDER RIGHTS AND DEFENSES

Meeting held 2025-06-24.

68% fund support · no official result

FOR 68%AGAINST 32%

The 2 asset managers below cast 68% of the shares they voted on this item FOR (1,559 for, 745 against).

FOR: 1,559 (67.7%)AGAINST: 745 (32.3%)

Largest asset managers voting on “Adjourn Meeting” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
RWC Asset Management LLP	1,559	0	0	0	For
HC CAPITAL TRUST	0	745	0	0	Against

15. Amend Certificate of Incorporation to Provide for the Exculpation of Officers

DIRECTOR ELECTIONS

Meeting held 2025-06-24.

68% fund support · no official result

FOR 68%AGAINST 32%

The 2 asset managers below cast 68% of the shares they voted on this item FOR (1,559 for, 745 against).

FOR: 1,559 (67.7%)AGAINST: 745 (32.3%)

Largest asset managers voting on “Amend Certificate of Incorporation to Provide for the Exculpation of Officers” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
RWC Asset Management LLP	1,559	0	0	0	For
HC CAPITAL TRUST	0	745	0	0	Against

16. Ratification of Auditor

AUDIT-RELATED

Meeting held 2024-09-18.

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (1,603 for, 0 against).

FOR: 1,603 (100.0%)

Largest asset managers voting on “Ratification of Auditor” at RHYTHM PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
Northern Lights Fund Trust IV	1,258	0	0	0	For
PACE SELECT ADVISORS TRUST	345	0	0	0	For

Largest RHYTHM PHARMACEUTICALS INC. shareholders voting in 2024-2025

Ranked by the number of RHYTHM PHARMACEUTICALS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 63,494,892 shares outstanding at the time of that meeting.

Top RHYTHM PHARMACEUTICALS INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	9.44%
2	PRIMECAP MANAGEMENT CO/CA/	8.88%
3	BAKER BROS. ADVISORS LP	8.83%
4	RA CAPITAL MANAGEMENT, L.P.	8.65%
5	PRIMECAP Odyssey Funds	8.44%
6	Fidelity	7.46%
7	Vanguard	5.51%
8	Federated Hermes	5.22%
9	NEA Management Company, LLC	4.59%
10	State Street	3.93%

Reported RHYTHM PHARMACEUTICALS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

RHYTHM PHARMACEUTICALS INC. beneficial owners on record 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 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-03-31. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At RHYTHM PHARMACEUTICALS INC.'s 2 shareholder meetings in the 2024-2025 proxy season (held 2024-09-18 and 2025-06-24), 289 asset managers reported how they voted in their SEC Form N-PX filings, covering 3,054 separate fund positions. Their filings are grouped here into 16 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item of the season, voted at the meeting held 2025-06-24 — 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 2025-06-26.

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