Vertex Pharmaceuticals
VERTEX PHARMACEUTICALS INC / MA (Form: 8-K, Received: 06/15/2016 16:36:33)


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 15, 2016

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))




Item 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously disclosed in our proxy statement filed with the Securities Exchange Commission on April 29, 2016, following his election as a Class III Director at our annual meeting of shareholders on June 15, 2016, Joshua Boger resigned as a Class III Director and was immediately re-appointed to our board of directors as a Class I Director, with a term expiring in 2017, in order to ensure that the number of members of each class of our board of directors remains as nearly equal as possible.
Item 5.07. Submission of Matters to a Vote of Security Holders
Our annual meeting of shareholders was held on June 15, 2016. Our shareholders elected Joshua Boger, Terrence C. Kearney, Yuchun Lee and Elaine S. Ullian to serve on our board of directors until the annual meeting of shareholders to be held in 2019 (subject in the case of Joshua Boger to his resignation and re-appointment as described in Item 5.02). The tabulation of votes with respect to the election of such directors was as follows:
 
For
Withheld
Non-votes
Joshua Boger
209,144,022
7,778,654
7,499,911
Terrence C. Kearney
188,460,892
28,461,784
7,499,911
Yuchun Lee
214,026,832
2,895,844
7,499,911
Elaine S. Ullian
186,856,582
30,066,094
7,499,911

In addition, our shareholders: (i) ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2016; (ii) approved, on an advisory basis, the compensation program for our named executive officers; (iii) approved a shareholder proposal requesting that we take steps to declassify our board of directors; (iv) did not approve a shareholder proposal requesting that we adopt a policy limiting acceleration of equity awards to senior executives upon a change of control; (v) did not approve a shareholder proposal requesting that we adopt a policy requiring that senior executives retain a percentage of their equity awards; and (vi) did not approve a shareholder proposal requesting a report assessing the feasibility of integrating sustainability into performance measures for our senior executive compensation. The tabulation of votes with respect to these proposals was as follows:



 
For
Against
Abstain
Non-Votes
Ratification of our Independent Registered Public Accounting Firm
219,935,083
4,424,627
62,877
-
Advisory Vote on Executive Compensation
158,479,501
56,761,314
1,681,861
7,499,911
Shareholder Proposal on Board Declassification
208,011,542
8,815,697
95,437
7,499,911
Shareholder Proposal on Limiting Acceleration of Equity Upon a Change of Control
69,062,009
147,718,726
141,941
7,499,911
Shareholder Proposal on Equity Retention
44,314,372
172,460,395
147,909
7,499,911
Shareholder Proposal on Sustainability Report
38,276,076
167,090,996
11,555,604
7,499,911




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 15, 2016
/s/ Michael J. LaCascia
 
Michael J. LaCascia
Senior Vice President and General Counsel