UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
June 3, 2014
IRONWOOD PHARMACEUTICALS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-34620 |
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04-3404176 |
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(State or other jurisdiction of |
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(Commission file number) |
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(I.R.S. Employer Identification Number) |
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301 Binney Street Cambridge, Massachusetts |
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02142 |
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(Address of principal |
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(Zip code) |
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(617) 621-7722 |
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(Registrant’s telephone number, including area code) |
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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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 3, 2014, at the 2014 Annual Meeting of Stockholders (the “Annual Meeting”) of Ironwood Pharmaceuticals, Inc. (the “Company”), the stockholders of the Company voted on the following proposals:
· Re-election of three Class I directors of the Company, each to serve a three-year term;
· Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting; and
· Ratification of the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014.
The final voting results for the Annual Meeting are as follows:
1. The stockholders re-elected Bryan E. Roberts, Julie H. McHugh and Peter M. Hecht as Class I directors, each to serve on the board of directors of the Company for a three-year term until the annual meeting of stockholders to be held in 2017 or until his or her successor is duly elected and qualified or until his or her death, resignation or removal, based on the following votes:
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Director Nominee |
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For |
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Withheld |
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Broker Non-Votes |
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Bryan E. Roberts |
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101,825,383 |
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2,844,836 |
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11,328,081 |
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Julie H. McHugh |
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104,284,319 |
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385,900 |
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11,328,081 |
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Peter M. Hecht |
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103,084,141 |
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1,586,078 |
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11,328,081 |
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2. The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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104,150,086 |
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307,407 |
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212,726 |
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11,328,081 |
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3. The stockholders ratified the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2014, based on the following votes:
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For |
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Against |
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Abstain |
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Broker Non-Votes |
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114,702,135 |
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1,270,925 |
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25,240 |
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0 |
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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.
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Ironwood Pharmaceuticals, Inc. | ||
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Dated: June 9, 2014 |
By: |
/s/ Halley E. Gilbert | |
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Name: |
Halley E. Gilbert |
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Title: |
Senior Vice President, Chief Legal Officer and Secretary |