UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
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Securities Exchange Act of 1934
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 20, 2023, Ironwood Pharmaceuticals, Inc. (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Annual Meeting”). As described in Item 5.07 below, at the Annual Meeting, the stockholders of the Company voted to approve the Company’s Amended and Restated 2019 Equity Incentive Plan (the “Plan”), which was previously approved by the Company’s board of directors.
The Plan replaces the Company’s 2019 Equity Incentive Plan. The terms of the Plan are described in the Company’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission on April 27, 2023.
The foregoing description of the Plan is a summary only and is qualified in its entirety by reference to the full text of the Plan, a copy of which is attached as Exhibit 10.1 hereto.
Item 5.07 Submission of Matters to a Vote of Security Holders.
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. | 56,107,624 | 70,843,008 | 8,009,329 | |||||||||
| Alexander Denner, Ph.D. | 123,046,148 | 3,904,484 | 8,009,329 | |||||||||
| Andrew Dreyfus | 124,923,639 | 2,026,993 | 8,009,329 | |||||||||
| Jon Duane | 124,477,034 | 2,473,598 | 8,009,329 | |||||||||
| Marla Kessler | 125,421,968 | 1,528,664 | 8,009,329 | |||||||||
| Thomas McCourt | 125,283,903 | 1,666,729 | 8,009,329 | |||||||||
| Julie McHugh | 123,874,441 | 3,076,191 | 8,009,329 | |||||||||
| Catherine Moukheibir | 124,099,671 | 2,850,961 | 8,009,329 | |||||||||
| Jay Shepard | 125,411,743 | 1,538,889 | 8,009,329 | |||||||||
| 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 | |||
| 124,448,271 | 2,240,534 | 261,827 | 8,009,329 |
| 3. | The stockholders recommended, on a non-binding advisory basis, that future non-binding advisory votes to approve the compensation of the Company’s named executive officers, be held once every year, based on the following votes: |
| 1 Year | 2 Years | 3 Year | Abstain | Broker Non-Votes | ||||
| 121,938,287 | 49,482 | 4,852,417 | 110,446 | 8,009,329 |
| 4. | The stockholders approved the Company’s Plan, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 119,042,503 | 7,783,479 | 124,650 | 8,009,329 |
| 5. | The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 131,145,295 | 3,631,560 | 183,106 | - |
Consistent with the stockholder voting results and the recommendation of the board of directors of the Company in the proxy statement for the Annual Meeting, the board of directors of the Company has determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the board of directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interests of the Company’s stockholders.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Amended and Restated 2019 Equity Incentive Plan. | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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 22, 2023 | By: | /s/ Sravan K. Emany |
| Name: Sravan K. Emany | ||
| Title: Senior Vice President, Chief Financial Officer | ||