IRONWOOD PHARMACEUTICALS,INC. (NASDAQ:IRWD) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On January24, 2019,Ironwood Pharmaceuticals,Inc. (the “Company”) announced certain expected changes to its board of directors (the “Board”) in connection with its planned separation (the “Separation”) of its soluble guanylate cyclase (“sGC”) business (such sGC business to be held following the Separation by the Company’s current subsidiary, Cyclerion Therapeutics,Inc. (“Cyclerion”)) from its gastrointestinal business. Effective upon completion of the Separation, the Board plans to appoint Mark Currie, Jon Duane, Marla Kessler and Catherine Moukheiber (collectively, the “New Ironwood Directors”) to the Board, in addition to the previously disclosed appointment of Mark Mallon, who is expected to become the Company’s Chief Executive Officer and a director upon the completion of the Separation. Dr.Currie is currently the Company’s Senior Vice President, Chief Scientific Officer and President of Research& Development and is expected to leave that role and become the President of Cyclerion upon completion of the Separation.

Additionally, Marsha Fanucci, Terrance McGuire and Amy Schulman are expected to resign from the Board in connection with the Separation and to join the Cyclerion board of directors. Douglas Williams also informed the Company on January20, 2019 that he will transition off of the Board, effective upon completion of the Separation. These departures are in addition to the planned departure of Peter M. Hecht, the Company’s current Chief Executive Officer, who is expected to resign from the Board at the time of the Separation and to be appointed Chief Executive Officer and a director of Cyclerion. Marsha Fanucci, Terrance McGuire, Amy Schulman, Douglas Williams and Peter Hecht are referred to herein as the “Departing Ironwood Directors.”

The Company will file an amendment to this current report on Form8-K to report the date, when known, that the New Ironwood Directors will be appointed to the Board and the Departing Ironwood Directors will resign from the Board. The Company will also disclose in an amendment to this current report on Form8-K the committees of the Board that the New Ironwood Directors will have been, or will be expected to be, named.

Consistent with the Company’s other non-employee directors, each of the New Ironwood Directors is expected to participate in the Company’s Director Compensation Plan and enter into an indemnification agreement with the Company, the terms of each of which are described in the Company’s proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May2, 2018 in connection with the Company’s 2018 annual meeting of stockholders, such descriptions being incorporated herein by reference.

There is no arrangement or understanding between any of the New Ironwood Directors and any other person to which he or she was selected as a director. None of the New Ironwood Directors is, or has been since January1, 2018, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, in each case, required to be disclosed to Item 404(a)of Regulation S-K.

The full text of the press release issued in connection with the announcement of the expected Board transitions described herein is attached as Exhibit99.1 to this Current Report on Form8-K. The foregoing descriptions of the Director Compensation Plan and indemnification agreements do not purport to be complete and are qualified in their entirety by the full text of the Director Compensation Plan and the form of indemnification agreement, which were filed as Exhibit10.6 to the Company’s Annual Report on Form10-K filed with the SEC on February7, 2014 and Exhibit10.12 to the Company’s Registration Statement on FormS-1 (as amended) filed with the SEC on December23, 2009, respectively.

This Current Report on Form8-K contains forward-looking statements. Investors are cautioned not to place undue reliance on these forward-looking statements, including statements about the completion, structure and terms of the proposed separation and the leadership and boards of directors of each of the Company and Cyclerion following the separation. Each forward-looking statement is subject to risks and uncertainties that could cause actual events to differ materially from those expressed or implied in such statement. Applicable risks and uncertainties include those related to the possibility that the Company may not complete the separation on the terms currently contemplated, if at all; the risk that the management and boards of directors of the Company and Cyclerion will be different than currently contemplated; and the risks listed under the heading “Risk Factors” and elsewhere in the Company’s Quarterly Report on Form10-Q filed with the SEC on November6, 2018, and in the Company’s subsequent SEC filings, including SEC filings related to the proposed separation. These forward-looking statements (except as otherwise noted) speak only as of the date of this Current Report on Form8-K, and the Company undertakes no obligation to update these forward-looking statements.

Item 9.01 Financial Statements and Exhibits

(d)Exhibits