8-KLeadership ChangesShareholder MattersCorporate Changes

VERTEX PHARMACEUTICALS INC / MA 8-K Report, Executive Changes (May 18, 2011)

Filed May 18, 2011For Securities:VRTX

Summary

This Form 8-K filing from Vertex Pharmaceuticals Incorporated (VRTX) on May 18, 2011, primarily reports on key corporate governance and shareholder meeting outcomes that occurred on May 11 and May 12, 2011. The most significant event for investors is the election of Terrence C. Kearney to the Board of Directors as a Class III Director, effective May 17, 2011. Mr. Kearney brings a strong financial and operational background, having previously served as COO and CFO at Hospira, Inc. and in various finance roles at Abbott Laboratories, which should be viewed positively by investors assessing board expertise. The filing also details the results of Vertex's annual shareholder meeting held on May 12, 2011. Shareholders re-elected three directors, Matthew W. Emmens, Margaret G. McGlynn, and Wayne J. Riley, to serve until 2014. Furthermore, shareholders provided advisory votes on executive compensation, approving the program and recommending annual advisory votes, and ratified the appointment of Ernst & Young LLP as the independent auditor for fiscal year 2011. Finally, the company announced an amendment and restatement of its Code of Conduct, effective May 12, 2011, which clarifies guidelines on interactions with third parties, employee conduct, conflicts of interest, and data handling.

Key Highlights

  • 1Terrence C. Kearney appointed as an independent Class III Director to the Board of Directors, effective May 17, 2011.
  • 2Mr. Kearney possesses significant financial and operational experience from his prior roles at Hospira, Inc. and Abbott Laboratories.
  • 3Matthew W. Emmens, Margaret G. McGlynn, and Wayne J. Riley were re-elected to the Board of Directors for a term ending in 2014.
  • 4Shareholders approved, on a non-binding advisory basis, the company's executive compensation program.
  • 5A majority of shareholders recommended holding advisory votes on executive compensation annually.
  • 6Ernst & Young LLP was ratified as the independent registered public accounting firm for fiscal year 2011.
  • 7Vertex Pharmaceuticals amended and restated its Code of Conduct on May 12, 2011, with updated guidelines on ethics, conduct, and data handling.

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