Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 19, 2021
Vertex Pharmaceuticals Incorporated
(Exact name of registrant as specified in its charter)
Massachusetts
000-19319
04-3039129
(State or other jurisdiction of incorporation)
(Commission File Number)
(I.R.S. Employer Identification No.)
50 Northern Avenue
Boston, Massachusetts02210
(Address of principal executive offices) (Zip Code)
(617) 341-6100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common Stock, $0.01 Par Value Per Share
VRTX
The Nasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
The annual meeting of shareholders of Vertex Pharmaceuticals Incorporated (the "Company") was held on May 19, 2021 (the "Annual Meeting"). Set forth below are the voting results for each of the proposals submitted to a vote of the Company's shareholders at the Annual Meeting:
Proposal No. 1: Based upon the following votes, the shareholders elected Sangeeta Bhatia, Lloyd Carney, Alan Garber, Terrence Kearney, Reshma Kewalramani, Yuchun Lee, Jeffrey Leiden, Margaret McGlynn, Diana McKenzie and Bruce Sachs to serve as members of the Company's board of directors until the annual meeting of shareholders to be held in 2022:
For
Against
Abstain
Non-Votes
Sangeeta Bhatia
218,894,349
764,147
99,830
11,015,309
Lloyd Carney
171,495,897
48,046,438
215,991
11,015,309
Alan Garber
215,786,425
3,866,263
105,638
11,015,309
Terrence Kearney
212,942,050
6,706,475
109,801
11,015,309
Reshma Kewalramani
218,966,434
688,982
102,910
11,015,309
Yuchun Lee
215,699,823
3,940,932
117,571
11,015,309
Jeffrey Leiden
214,407,303
5,253,945
97,078
11,015,309
Margaret McGlynn
218,573,140
1,080,345
104,841
11,015,309
Diana McKenzie
219,445,405
208,565
104,356
11,015,309
Bruce Sachs
208,964,326
10,679,348
114,652
11,015,309
Proposal No. 2: Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2021:
For
Against
Abstain
Non-Votes
202,126,361
28,512,419
134,855
0
Proposal No. 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2020 compensation program for the Company's named executive officers:
For
Against
Abstain
Non-Votes
200,764,722
18,817,126
176,478
11,015,309
Proposal No. 4: The shareholder proposal was withdrawn by the proponent prior to the Annual Meeting.
Proposal No. 5: The shareholder proposal was withdrawn by the proponent prior to the Annual Meeting.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
