0000875320-19-000021.txt : 20190605 0000875320-19-000021.hdr.sgml : 20190605 20190605164910 ACCESSION NUMBER: 0000875320-19-000021 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190605 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190605 DATE AS OF CHANGE: 20190605 FILER: COMPANY DATA: COMPANY CONFORMED NAME: VERTEX PHARMACEUTICALS INC / MA CENTRAL INDEX KEY: 0000875320 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 043039129 STATE OF INCORPORATION: MA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-19319 FILM NUMBER: 19880356 BUSINESS ADDRESS: STREET 1: 50 NORTHERN AVENUE CITY: BOSTON STATE: MA ZIP: 02210 BUSINESS PHONE: 6173416393 MAIL ADDRESS: STREET 1: 50 NORTHERN AVENUE CITY: BOSTON STATE: MA ZIP: 02210 8-K 1 a8-k2019annualmeeting.htm 8-K Document


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 5, 2019
VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)

MASSACHUSETTS
(State or other jurisdiction of incorporation)
000-19319
(Commission File Number)
04-3039129
(IRS Employer Identification No.)

50 Northern Avenue
Boston, Massachusetts 02210
(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):
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))
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 o

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. o





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

On June 5, 2019, at our 2019 annual meeting of shareholders, our shareholders approved (i) an amendment and restatement of our 2013 Stock and Option Plan that, among other things, increases the number of shares of common stock authorized for issuance under this plan by 5.0 million shares and (ii) an amendment and restatement of our Employee Stock Purchase Plan that, among other things, increases the number of shares of common stock authorized for issuance under this plan by 2.0 million shares.

Descriptions of the material terms and conditions of our 2013 Stock and Option Plan and our Employee Stock Purchase Plan are provided in our definitive proxy statement for the 2019 annual meeting of shareholders, which was filed with the Securities and Exchange Commission on April 26, 2019, and are incorporated by reference herein.

Item 5.07. Submission of Matters to a Vote of Security Holders

Our annual meeting of shareholders was held on June 5, 2019. The final voting results were as follows:

1.
Based upon the following votes, our shareholders elected Sangeeta Bhatia, Lloyd Carney, Terrence Kearney, Yuchun Lee, Jeffrey Leiden, and Bruce Sachs to serve on our board of directors until the annual meeting of shareholders to be held in 2020:
 
For
Against
Abstain
Non-Votes
Sangeeta Bhatia
221,688,331
1,732,757
97,790
6,908,189
Lloyd Carney
166,759,954
56,647,838
111,086
6,908,189
Terrence Kearney
221,519,422
1,890,313
109,143
6,908,189
Yuchun Lee
222,112,781
1,294,975
111,122
6,908,189
Jeffrey Leiden
216,338,743
5,955,303
1,224,832
6,908,189
Bruce Sachs
215,441,978
5,852,538
2,224,362
6,908,189

2.
Based upon the following votes, our shareholders approved the amendment and restatement of our 2013 Stock and Option Plan to, among other things, increase the number of shares available under the plan by 5.0 million shares:

For
Against
Abstain
Non-Votes
195,197,627
28,209,900
111,351
6,908,189





3.
Based upon the following votes, our shareholders approved the amendment and restatement of our Employee Stock Purchase Plan to, among other things, increase the number of shares available under the plan by 2.0 million shares:

For
Against
Abstain
Non-Votes
223,210,389
229,530
78,959
6,908,189

4.
Based upon the following votes, our shareholders ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2019:

For
Against
Abstain
Non-Votes
226,574,539
3,745,924
106,604
0

5.
Based upon the following votes, our shareholders approved, on an advisory basis, the compensation program for our named executive officers:

For
Against
Abstain
Non-Votes
213,400,342
9,892,655
225,881
6,908,189

6.
Based upon the following votes, our shareholders did not approve a shareholder proposal requesting annual reporting on the integration of risks related to drug pricing in our executive compensation program:

For
Against
Abstain
Non-Votes
50,184,851
170,258,116
3,075,911
6,908,189

7.
Based upon the following votes, our shareholders did not approve a shareholder proposal requesting a report on our policies and activities with respect to lobbying:

For
Against
Abstain
Non-Votes
72,021,788
150,638,570
858,520
6,908,189





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.

 
VERTEX PHARMACEUTICALS INCORPORATED
 
(Registrant)
 
 
Date: June 5, 2019
/s/ Michael Parini
 
Michael Parini
Executive Vice President, Chief Legal and Administrative Officer