8-KLeadership ChangesShareholder Matters

ALNYLAM PHARMACEUTICALS, INC. 8-K Report, Executive Changes (Jun 10, 2011)

Filed June 10, 2011For Securities:ALNY

Summary

This 8-K filing from Alnylam Pharmaceuticals, Inc. (ALNY) dated June 10, 2011, primarily reports on events from their Annual Meeting of Stockholders held on June 9, 2011. Key information for investors includes the re-election of three Class I directors, including CEO John M. Maraganore, Ph.D., and the results of advisory votes on executive compensation and auditor ratification. Additionally, the filing discloses a salary increase for CEO John M. Maraganore, Ph.D., from $525,000 to $650,000, effective immediately. This adjustment was made to align his compensation with industry peers. Stockholders also provided advisory approval of named executive officer compensation and recommended an annual frequency for such advisory votes. The appointment of PricewaterhouseCoopers LLP as independent auditors was ratified.

Key Highlights

  • 1CEO John M. Maraganore's base salary increased from $525,000 to $650,000, effective immediately, to enhance competitiveness.
  • 2Three Class I directors, including CEO John M. Maraganore, were re-elected at the 2011 Annual Meeting of Stockholders.
  • 3Stockholders approved, in an advisory vote, the compensation of named executive officers.
  • 4Stockholders recommended holding advisory votes on executive compensation every One Year.
  • 5The appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011 was ratified by stockholders.

Frequently Asked Questions

The compensation committee approved an increase in the annual base salary for CEO John M. Maraganore, Ph.D., from $525,000 to $650,000, effective immediately. This change was implemented to make his compensation more competitive within the industry peer group.

John M. Maraganore, Ph.D., Paul R. Schimmel, Ph.D., and Phillip A. Sharp, Ph.D., were re-elected as Class I directors. Their terms are set to extend until the company's 2014 annual meeting of stockholders.

Investors provided advisory approval for the compensation of the named executive officers and recommended that future advisory votes on compensation occur annually (every One Year). The appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2011 was also ratified.

Broker non-votes represent shares held by a broker or bank in "street name" for a customer, where the broker has not received voting instructions from the customer. These shares are not counted for or against a proposal and can therefore impact the outcome of shareholder votes, particularly for proposals requiring a majority of outstanding shares.