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) May 18, 2022

Vertex Pharmaceuticals Incorporated

(Exact name of registrant as specified in its charter)

Massachusetts	000-19319	04-3039129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. 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):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ 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  ☐

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.  ☐

Item 5.07 Submission of Matters to a Vote of Security Holders

The annual meeting of shareholders of Vertex Pharmaceuticals Incorporated (the “Company”) was held on May 18, 2022 (the “Annual Meeting”). Set forth below are the voting results for each of the proposals submitted to a vote of the Company’s shareholders at the Annual Meeting:

Proposal No. 1: Based upon the following votes, the shareholders elected Sangeeta Bhatia, Lloyd Carney, Alan Garber, Terrence Kearney, Reshma Kewalramani, Yuchun Lee, Jeffrey Leiden, Margaret McGlynn, Diana McKenzie, Bruce Sachs and Suketu “Suky” Upadhyay to serve as members of the Company’s board of directors until the annual meeting of shareholders to be held in 2023:

	For		Against		Abstain		Non-Votes
Sangeeta Bhatia		217,866,026		1,537,431		580,314		9,807,714
Lloyd Carney		190,655,522		29,245,505		82,744		9,807,714
Alan Garber		215,431,689		4,470,485		81,597		9,807,714
Terrence Kearney		197,133,280		22,764,797		85,694		9,807,714
Reshma Kewalramani		218,747,353		1,157,114		79,304		9,807,714
Yuchun Lee		215,091,147		4,791,160		101,464		9,807,714
Jeffrey Leiden		212,867,068		7,033,947		82,756		9,807,714
Margaret McGlynn		214,622,981		4,782,385		578,405		9,807,714
Diana McKenzie		217,787,588		1,616,738		579,445		9,807,714
Bruce Sachs		207,274,411		11,876,210		833,150		9,807,714
Suketu “Suky” Upadhyay		219,273,791		610,013		99,967		9,807,714

Proposal No. 2: Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022:

For		Against		Abstain		Non-Votes
	177,775,597		51,927,015		88,873		0

Proposal No. 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2021 compensation program for the Company’s named executive officers:

For		Against		Abstain		Non-Votes
	202,178,849		16,105,504		1,699,418		9,807,714

Proposal No. 4: Based up the following votes, the shareholders approved the amendment and restatement of the Company’s 2013 Stock and Option Plan to increase the number of shares authorized for issuance under this plan by 13.5 million shares.

For		Against		Abstain		Non-Votes
	194,088,034		25,773,390		122,347		9,807,714

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: May 18, 2022	/s/ Joy Liu
	Joy Liu
	Senior Vice President, General Counsel