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):

January 1, 2017

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

(d)

Effective January 1, 2017, the Board of Directors (the “Board”) of Ironwood Pharmaceuticals, Inc. (the “Company”) increased the number of directors from nine to ten and elected Amy W. Schulman as a Class II director.  Ms. Schulman’s term will expire at the Company’s 2018 annual meeting of stockholders.  Ms. Schulman has been appointed to the Compensation and HR Committee of the Board.

Consistent with the Company’s other non-employee directors, Ms. Schulman is participating in the Company’s Director Compensation Plan, which became effective January 1, 2014 (the “Plan”).  In connection with her appointment and pursuant to the Plan, Ms. Schulman was granted a restricted stock award of 9,793 shares of the Company’s Class A common stock effective January 1, 2017. The forfeiture rights for such shares will lapse on each date set forth below, provided that Ms. Schulman continues to serve as a member of the Board on such date:

Date	Number of Shares
March 1, 2017	4,897
The day before the date of the Company’s 2017 annual meeting of stockholders	4,896

In addition, the Company has entered into an indemnification agreement with Ms. Schulman, 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 Ms. Schulman to the fullest extent permitted under Delaware law against liabilities that may arise by reason of her service to the Company, and to advance expenses incurred as a result of any proceeding against her as to which she could be indemnified.

There is no arrangement or understanding between Ms. Schulman and any other person pursuant to which Ms. Schulman was selected as a director. Ms. Schulman is not, and has not been since January 1, 2016, 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.

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

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Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No.	Description
99.1	Ironwood Pharmaceuticals, Inc. Press Release dated January 4, 2017

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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.

	Ironwood Pharmaceuticals, Inc.
Dated: January 4, 2017	By:	/s/ Halley E. Gilbert
		Name:	Halley E. Gilbert
		Title:	Senior Vice President, Chief
			Legal Officer, and Secretary

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EXHIBIT INDEX

Exhibit No.	Description
99.1	Ironwood Pharmaceuticals, Inc. Press Release dated January 4, 2017

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EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Ironwood Pharmaceuticals Appoints Amy Schulman to Board of Directors

CAMBRIDGE, Mass., January 04, 2017 — Ironwood Pharmaceuticals, Inc. (NASDAQ: IRWD) today announced the appointment of Amy Schulman to its board of directors. Schulman is an accomplished leader and entrepreneur with a proven track record of enabling pharmaceutical and biotechnology companies to maximize the value of their brands and realize the potential of their innovations. She currently holds key leadership roles at two biotech companies, serving as chief executive officer and co-founder of Lyndra, Inc., and executive chair of SQZ Biotech. In addition, she is a venture partner at Polaris Partners, serving on the firm’s life sciences investment team.

“Ironwood is committed to attracting board members who have an owner-oriented mindset, business savvy, a strong interest in our company, absolute integrity and great strategic judgment. We believe Amy embodies each of these qualities, and that she will be a valuable advisor as we seek to expand the reach and impact of our marketed products, advance our internal pipeline, and identify opportunities to access external innovation,” said Peter Hecht, chief executive officer of Ironwood.

“Ironwood has successfully advanced an innovative product to market and established a strong commercial capability, which is driving revenue growth and pipeline development,” said Schulman. “This is how innovative biopharmaceutical companies are created, and it is an honor to join this Board as we help the terrific management team bring value for patients and shareholders.”

In addition to her roles at Lyndra, SQZ, and Polaris, Schulman is also a senior lecturer at Harvard Business School and serves on the boards of directors of Alnylam Pharmaceuticals, Inc. and Blue Buffalo Pet Products, Inc. She also recently served as chief executive officer of Arsia Therapeutics, Inc., until its acquisition in November 2016. Prior to these roles, she was the executive vice president and general counsel of Pfizer Inc. In this role, she led the $4 billion consumer healthcare business, including the Advil, Chapstick, Centrum, Emergen-C, and Robitussin brands, while concurrently acting as general counsel and leading the company’s team of approximately 700 legal professionals as well as participating on the company’s executive leadership team. Previously, she held the position of senior vice president and general manager of Pfizer Nutrition. Before joining Pfizer, she was a partner at the law firm DLA Piper, where she was a member of the board and executive policy committees. Schulman graduated with honors from Wesleyan University, where she was elected to Phi Beta Kappa, and earned her J.D. from Yale Law School.

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 a pipeline of innovative medicines in areas of significant unmet need, including irritable bowel syndrome with constipation (IBS-C)/chronic idiopathic

constipation (CIC), uncontrolled gout, refractory gastroesophageal reflux disease, and vascular and fibrotic diseases. 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.

This press release contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the expected benefits from Ms. Schulman’s service on the Company’s board, expanding the reach and impact of our marketed products, advancing our internal pipeline, identifying opportunities to access external innovation, and driving revenue growth and pipeline development.  Each forward-looking statement is subject to risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the effectiveness of commercialization efforts by us and our partners; preclinical and clinical development, manufacturing and formulation development; the risk that findings from our completed nonclinical and clinical studies may not be replicated in later studies; efficacy, safety and tolerability of linaclotide, lesinurad and our product candidates; decisions by regulatory authorities; the risk that we may never get sufficient patent protection for linaclotide and our product candidates or that we are not able to successfully protect such patents; developments in the intellectual property landscape; challenges from and rights of competitors or potential competitors; the risk that our planned investments do not have the anticipated effect on our company revenues, linaclotide, lesinurad or our product candidates; and the risks listed under the heading “Risk Factors” and elsewhere in Ironwood’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2016, and in our subsequent SEC filings. These forward-looking statements (except as otherwise noted) speak only as of the date of this press release, and Ironwood undertakes no obligation to update these forward-looking statements.

SOURCE: Ironwood Pharmaceuticals, Inc.

Media Relations	Investor Relations
Trista Morrison, 617-374-5095	Meredith Kaya, 617-374-5082
Director, Corporate Communications	Director, Investor Relations
tmorrison@ironwoodpharma.com	mkaya@ironwoodpharma.com

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