8-K

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):

April 1, 2016

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34620	04-3404176
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

301 Binney Street Cambridge, Massachusetts	02142
(Address of principal executive offices)	(Zip code)

(617) 621-7722

(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:

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

(b), (d)

Effective April 6, 2016, the Board of Directors (the “Board”) of Ironwood Pharmaceuticals, Inc. (the “Company”) increased the number of directors from ten to 11 and elected Andrew Dreyfus as a Class I director.  Mr. Dreyfus’s term will expire at the Company’s 2017 annual meeting of stockholders.  Mr. Dreyfus has been appointed to the Audit Committee of the Board.

Consistent with the Company’s other non-employee directors, Mr. Dreyfus is participating in the Company’s Director Compensation Plan, which became effective January 1, 2014 (the “Plan”).  In connection with his appointment and pursuant to the Plan, Mr. Dreyfus was granted a restricted stock award of 2,585 shares of the Company’s Class A common stock effective April 6, 2016. The forfeiture rights for all such shares will lapse on the day immediately preceding the Company’s 2016 annual meeting of stockholders (the “Annual Meeting”), provided that Mr. Dreyfus continues to serve as a member of the Board on such date.

In addition, the Company has entered into an indemnification agreement with Mr. Dreyfus, the terms of which are consistent with the indemnification agreement entered into with each of the Company’s current directors and certain of its officers.  This agreement requires the Company to indemnify Mr. Dreyfus to the fullest extent permitted under Delaware law against liabilities that may arise by reason of his service to the Company, and to advance expenses incurred as a result of any proceeding against him as to which he could be indemnified.

There is no arrangement or understanding between Mr. Dreyfus and any other person pursuant to which Mr. Dreyfus was selected as a director. Mr. Dreyfus is not, and has not been since January 1, 2015, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

On April 1, 2016, George H. Conrades and Bryan E. Roberts each informed the Company that he will transition off of the Board, effective as of the date of the Annual Meeting.   As a result, the term of office for each of Mr. Conrades and Dr. Roberts as Class II and Class I directors of the Company, respectively, will end as of the date of the Annual Meeting.

The full text of the press release issued in connection with the announcement of Mr. Dreyfus’s election to the Board and the transition of Mr. Conrades and Dr. Roberts off of the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

2

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Ironwood Pharmaceuticals, Inc. Press Release dated April 7, 2016

3

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.

	Ironwood Pharmaceuticals, Inc.
Dated: April 7, 2016	By:	/s/ Halley E. Gilbert
		Name:	Halley E. Gilbert
		Title:	Senior Vice President, Chief
			Legal Officer, and Secretary

4

EXHIBIT INDEX

Exhibit No.	Description
99.1	Ironwood Pharmaceuticals, Inc. Press Release dated April 7, 2016

5

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Ironwood Pharmaceuticals Appoints Andrew Dreyfus to

Board of Directors

CAMBRIDGE, Mass., April 7, 2016 — Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) announced today the appointment of Andrew Dreyfus, president and chief executive officer of Blue Cross Blue Shield of Massachusetts, to its board of directors. Blue Cross Blue Shield of Massachusetts is the leading private health plan in Massachusetts and one of the largest Blue Cross Blue Shield plans in the nation.

Ironwood also announced that current board members, Bryan E. Roberts, Ph.D. and George H. Conrades, will transition off of Ironwood’s board of directors effective as of Ironwood’s 2016 annual meeting of stockholders.

“Ironwood seeks board members with great strategic judgment, an owner-oriented mindset, business savvy, a strong interest in our company, and absolute integrity. In addition to all of these attributes, Andrew’s experience leading a major healthcare business, and his unique perspective on key aspects of the healthcare equation, including value and patient access, make him an outstanding representative of our shareholders and advisor to our company,” said Peter Hecht, chief executive officer of Ironwood.

Hecht continued, “As we welcome Andrew to the board, we would also like to offer our deepest gratitude to George and Bryan for their many years of dedicated service to our shareholders. George and Bryan were among the earliest participants and investors in Ironwood, and their expertise in building companies has shaped every aspect of our growth strategy as we advanced from a seed idea to the commercial biotechnology company we are today.”

“I have great respect for the Ironwood team’s expertise and integrity, and proven ability to innovate to address the unmet needs of patients. They brought to market an innovative gastrointestinal treatment, and they are advancing a pipeline of potential medicines designed to improve the quality of patient care,” said Dreyfus. “I look forward to joining Ironwood’s highly-committed board at this exciting time and contributing to the company’s continued success.”

Dreyfus has been president and chief executive officer of Blue Cross Blue Shield of Massachusetts since 2010. Considered one of the leading innovators in the insurance industry, Blue Cross Blue Shield of Massachusetts has nearly three million members, approximately $7 billion in annual revenues and 3,600 employees. Prior to his current role, Dreyfus served as executive vice president of health care services at Blue Cross Blue Shield of Massachusetts from 2005 to 2010. Previously, he served as the first president of the Blue Cross Blue Shield of Massachusetts Foundation, as executive vice president of the Massachusetts Hospital Association, and he held senior positions in Massachusetts state government, including undersecretary of consumer affairs and business regulation. Dreyfus serves on the boards of Blue Cross Blue Shield of Massachusetts, Blue Cross Blue Shield Association, the United Way of Massachusetts Bay and Merrimack Valley, the National Institute for Health Care Management, Jobs for Massachusetts, and

the advisory boards of the Boston University School of Public Health and Ariadne Labs. Dreyfus is a graduate of Connecticut College.

About Ironwood Pharmaceuticals

Ironwood Pharmaceuticals (NASDAQ: IRWD) is a commercial biotechnology company focused on creating medicines that make a difference for patients, building value for our fellow shareholders, and empowering our passionate team. We are advancing an innovative pipeline of medicines in multiple areas of significant unmet need, including irritable bowel syndrome with constipation (IBS-C)/chronic idiopathic constipation (CIC), vascular and fibrotic diseases, and refractory gastroesophageal reflux disease, among others. We discovered, developed and are commercializing linaclotide, the U.S. branded prescription market leader in the IBS-C/CIC category, and we are applying our proven R&D and commercial capabilities to advance multiple internally-developed and externally-accessed product opportunities. Ironwood was founded in 1998 and is headquartered in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com or www.twitter.com/ironwoodpharma; information that may be important to investors will be routinely posted in both these locations.

SOURCE: Ironwood Pharmaceuticals, Inc.

Media Relations	Investor Relations
Trista Morrison, 617-374-5095	Mary T. Conway, 617-768-2628
Director, Corporate Communications	Investor Relations
tmorrison@ironwoodpharma.com	maconway@ironwoodpharma.com