UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 18, 2024, Ironwood Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the Annual Meeting are as follows:
| 1. | The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based on the following votes: |
| Director Nominee | For | Withheld | Broker Non-Votes | |||
| Mark Currie, Ph.D. | 130,019,704 | 5,472,128 | 7,708,364 | |||
| Alexander Denner, Ph.D. | 125,450,072 | 10,041,760 | 7,708,364 | |||
| Andrew Dreyfus | 129,704,783 | 5,787,049 | 7,708,364 | |||
| Jon Duane | 127,436,834 | 8,054,998 | 7,708,364 | |||
| Marla Kessler | 130,081,722 | 5,410,110 | 7,708,364 | |||
| Thomas McCourt | 133,639,699 | 1,852,133 | 7,708,364 | |||
| Julie McHugh | 124,822,215 | 10,669,617 | 7,708,364 | |||
| Catherine Moukheibir | 129,803,799 | 5,688,033 | 7,708,364 | |||
| Jay Shepard | 133,672,033 | 1,819,799 | 7,708,364 |
| 2. | The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 127,439,687 | 7,953,508 | 98,637 | 7,708,364 |
| 3. | The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 136,781,986 | 6,305,538 | 112,672 | - |
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: June 21, 2024 | By: | /s/ Sravan K. Emany | |
| Name: Sravan K. Emany | |||
| Title: Senior Vice President, Chief Financial Officer | |||