Submission of Matters to a Vote of Security Holders Form 8 K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) Amendment to Amended 2015 Stock Plan

On June 25, 2024, the stockholders of Madrigal Pharmaceuticals, Inc. (the "Company") approved an amendment and restatement of the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan (as amended and restated, the "Amended Plan") to, among other things, (1) increase the total number of shares of common stock available for issuance by 750,000 shares, subject to appropriate adjustment in the event of any stock dividend, stock split or other similar event affecting our common stock in accordance with the terms of the Amended Plan, (2) extend the duration of the Amended Plan by 10 years (through April 23, 2035), (3) incorporate applicability of the Company's clawback policies, which provide the Company the ability to seek recovery of all incentive awards, including time-based equity incentive awards; and (4) add a one-yearminimum vesting requirement for all awards granted after the Company's 2024 Annual Meeting of Stockholders (the "Annual Meeting").

The material terms and conditions of the Amended Plan have been previously described under Proposal No. 4 in the Company's Definitive Proxy Statement on Schedule 14A (beginning on page 57) filed with the Securities and Exchange Commission (the "SEC") on April 29, 2024 (the "Proxy Statement"). The description of the Amended Plan in the Proxy Statement is incorporated by reference into Item 5.02 of this Current Report on Form 8-K.The summary is qualified in its entirety by the full text of the Amended Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.