8-K – 2026-05-13 – vrtx-20260513.htm

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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 13, 2026

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 5.02 Departure of Directors of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer
On March 27, 2026, the Board of Directors (the "Board") of Vertex Pharmaceuticals Incorporated (the "Company") approved the Vertex Pharmaceuticals Incorporated 2026 Stock and Option Plan (the "2026 Plan"), which replaces the Vertex Pharmaceuticals Incorporated 2013 Stock and Option Plan, subject to shareholder approval. A summary of the principal features of the Plan is set forth under Proposal No. 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which description is incorporated herein by reference.
The Plan was approved by the Company's shareholders at the Company's annual meeting of the shareholders held on May 13, 2026 (the "Annual Meeting").

Item 5.07  Submission of Matters to a Vote of Security Holders
The Annual Meeting was held on May 13, 2026. 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 and Nancy Thornberry to serve as members of the Company's Board of Directors until the annual meeting of shareholders to be held in 2027:

For Against Abstain Non-Votes
Sangeeta Bhatia 221,280,173 1,624,141 93,322 10,337,217
Lloyd Carney 213,048,550 9,855,369 93,717 10,337,217
Alan Garber 219,396,452 3,506,604 94,580 10,337,217
Reshma Kewalramani 221,911,160 999,306 87,170 10,337,217
Michel Lagarde 220,336,343 2,566,485 94,808 10,337,217
Jeffrey Leiden 220,333,763 2,576,638 87,235 10,337,217
Diana McKenzie 221,316,590 1,590,047 90,999 10,337,217
Bruce Sachs 209,717,815 13,186,265 93,556 10,337,217
Jennifer Schneider 221,301,670 1,602,686 93,280 10,337,217
Nancy Thornberry 220,320,992 2,583,895 92,749 10,337,217

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, 2026:

For Against Abstain Non-Votes
223,514,070 9,597,395 223,388 0

Proposal No. 3 : Based upon the following votes, the shareholders approved, on an advisory basis, the 2025 compensation program for the Company's named executive officers:

For Against Abstain Non-Votes
207,918,843 14,522,776 556,017 10,337,217

Proposal No. 4 : Based upon the following votes, the shareholders approved the Company's 2026 Stock and Option Plan.

For Against Abstain Non-Votes
216,097,268 6,523,460 376,908 10,337,217

Proposal No. 5: Based upon the following votes, the shareholders approved a shareholder proposal regarding shareholder right to act by written consent:

For Against Abstain Non-Votes
126,892,696 95,756,148 348,792 10,337,217

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 13, 2026
/s/ Joy Liu
Joy Liu

Executive Vice President, Chief Legal Officer