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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 14, 2025

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. ☐

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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 14, 2025 (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, Reshma Kewalramani, Michel Lagarde, Jeffrey Leiden, Diana McKenzie, Bruce Sachs, Jennifer Schneider, Nancy Thornberry and Suketu Upadhyay to serve as members of the Company's Board of Directors until the annual meeting of shareholders to be held in 2026:

			For			Against			Abstain			Non-Votes
Sangeeta Bhatia			224,220,115			1,944,293			77,828			10,235,401
Lloyd Carney			217,229,047			8,930,150			83,039			10,235,401
Alan Garber			222,204,608			3,955,764			81,864			10,235,401
Reshma Kewalramani			225,606,258			543,398			92,580			10,235,401
Michel Lagarde			223,304,043			2,856,080			82,113			10,235,401
Jeffrey Leiden			220,817,175			5,347,122			77,939			10,235,401
Diana McKenzie			224,648,137			1,516,174			77,925			10,235,401
Bruce Sachs			211,582,895			14,580,875			78,466			10,235,401
Jennifer Schneider			225,303,813			859,650			78,773			10,235,401
Nancy Thornberry			223,303,176			2,862,344			76,716			10,235,401
Suketu Upadhyay			224,313,828			1,839,542			88,866			10,235,401

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, 2025:

			For			Against			Abstain			Non-Votes
			229,386,037			6,859,300			232,300			0

Proposal No. 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2024 compensation program for the Company's named executive officers:

			For			Against			Abstain			Non-Votes
			208,886,386			17,048,300			307,550			10,235,401

Proposal No. 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive golden parachutes:

			For			Against			Abstain			Non-Votes
			84,117,100			141,606,344			518,792			10,235,401

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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.

			VERTEX PHARMACEUTICALS INCORPORATED
			(Registrant)
Date: May 14, 2025			/s/ Jonathan Biller
			Jonathan Biller
			Executive Vice President, Chief Legal Officer