01—Abstract
Summary
Summary of the 8-K filed May 27, 2026. Cited figures are marked; the original filing is the authoritative source.
Alnylam Pharmaceuticals, Inc. (ALNY) has filed an 8-K report detailing key governance and shareholder decisions made at its recent Annual Meeting and a board expansion.
The company has appointed Dr. Benjamin F. Cravatt to its Board of Directors as a Class III director, effective June 1, 2026, filling a newly created vacancy and also serving on the Science and Technology Committee. This appointment is accompanied by a standard non-employee director compensation package, including an annual cash retainer and initial and ongoing equity awards, designed to align director interests with shareholders.
Furthermore, the filing provides an update on the outcomes of the Annual Meeting, including the re-election of three Class I directors, a strong advisory vote of approval for executive compensation, and the ratification of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026. These events reflect the company's commitment to robust corporate governance and shareholder engagement.
02—Key points
Key Highlights
- Alnylam Pharmaceuticals appointed Dr. Benjamin F. Cravatt to its Board of Directors, expanding the board to eleven members.
- Dr. Cravatt will serve as a Class III director with a term expiring at the 2028 annual meeting and will also join the Science and Technology Committee.
- Dr. Cravatt's compensation as a non-employee director includes a $75,000 annual cash retainer and significant initial and ongoing equity awards.
- Initial equity grant for Dr. Cravatt includes a $600,000 stock option, vesting over three years.
- Annual equity awards for non-employee directors, including Dr. Cravatt, consist of $200,000 in RSUs and $200,000 in stock options, both vesting after one year.
- Shareholders re-elected Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., and Elliott Sigal, M.D., Ph.D. as Class I directors.
- The appointment of PricewaterhouseCoopers LLP as the independent auditor for fiscal year 2026 was ratified by shareholders.
03—Questions
Frequently Asked Questions
Who is Benjamin F. Cravatt and why has he been appointed to the board?
Dr. Benjamin F. Cravatt is a newly appointed Class III director to Alnylam Pharmaceuticals' Board. His expertise is likely being brought in to strengthen the Board's scientific and technological oversight, as indicated by his appointment to the Science and Technology Committee. His academic and research background, though not detailed in this filing, is presumed to be a valuable asset to the company's strategic direction.
What is the total compensation for Dr. Cravatt as a new board member?
Dr. Cravatt's compensation as a non-employee director includes an annual cash retainer of $75,000. He also received an initial stock option grant with a fair value of $600,000, vesting over three years. He will be eligible for annual equity awards, which currently consist of $200,000 in Restricted Stock Units and $200,000 in stock options, both vesting after one year. The company will also reimburse him for travel and related expenses.
What were the key outcomes of Alnylam's Annual Meeting?
The Annual Meeting saw the re-election of three Class I directors (Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., and Elliott Sigal, M.D., Ph.D.). Shareholders also approved, in an advisory vote, the compensation of named executive officers with a high level of support, and ratified the appointment of PricewaterhouseCoopers LLP as the independent auditor for the fiscal year ending December 31, 2026.
How significant is the shareholder support for executive compensation?
The compensation of Alnylam's named executive officers received strong approval from shareholders in a non-binding advisory vote, with approximately 93% of the votes cast being in favor (111,772,389 for vs. 8,552,534 against). This indicates general shareholder confidence in the company's executive compensation practices.
04—Continue