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VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) Files An 8-K Entry into a Material Definitive Agreement

VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement.

On June 8, 2017, at our 2017 annual meeting of shareholders, our
shareholders approved an amendment and restatement of our 2013
Stock and Option Plan that, among other things, increases the
number of shares of common stock authorized for issuance under
this plan by 6,750,000 shares.
Item 5.07. Submission of Matters to a Vote of Security Holders
Our annual meeting of shareholders was held on June 8, 2017. Our
shareholders elected Alan Garber, Margaret G. McGlynn and William
D. Young to serve on our board of directors until the annual
meeting of shareholders to be held in 2020. The tabulation of
votes with respect to the election of such directors was as
follows:
For
Withheld
Non-Votes
Alan Garber
216,641,527
1,742,626
7,107,713
Margaret G. McGlynn
215,372,423
3,011,730
7,107,713
William D. Young
212,173,491
6,210,662
7,107,713
In addition, our shareholders: (i) approved amendments to our
Restated Articles of Organization and Amended and Restated
By-Laws; (ii) approved the amendment and restatement of our 2013
stock and option plan; (iii) ratified the appointment of Ernst
Young LLP as our independent registered public accounting firm
for the year ending December 31, 2017; (iv) approved, on an
advisory basis, the compensation program for our named executive
officers; (v) recommended, on an advisory basis, that we should
hold advisory votes on our executive compensation program on an
annual basis, (vi) approved a shareholder proposal requesting
that we take steps necessary to eliminate supermajority
provisions from our Restated Articles of Organization and Amended
and Restated By-Laws; and (vii) did not approve a shareholder
proposal requesting a report on our policies and activities with
respect to lobbying. The tabulation of votes with respect to
these proposals was as follows:
For
Against
Abstain
Non-Votes
Amendments to Articles of Organization and By-Laws
216,504,959
550,074
1,329,120
7,107,713
Amendment and Restatement of 2013 Stock and Option Plan
189,545,010
28,703,709
135,434
7,107,713
Ratification of our Independent Registered Public
Accounting Firm
220,790,722
4,557,660
143,484
Advisory Vote on Executive Compensation
181,844,416
35,961,145
578,592
7,107,713
Shareholder Proposal on Super Majority Provisions
176,634,575
41,498,571
251,007
7,107,713
Shareholder Proposal on Lobbying Report
58,207,830
157,747,973
2,428,349
7,107,713
1 Year
2 Years
3 Years
Abstain
Non-Votes
Advisory Vote on Frequency of Executive Compensation
Votes
217,012,423
85,898
1,178,845
106,987
7,107,713
Based upon the results above, the Board of Directors has
determined that advisory votes on executive compensation will be
submitted to shareholders on an annual basis until the next
required vote on the frequency of such vote.

About VERTEX PHARMACEUTICALS INCORPORATED (NASDAQ:VRTX)
Vertex Pharmaceuticals Incorporated is engaged in the business of discovering, developing, manufacturing and commercializing medicines for serious diseases. The Company operates in pharmaceuticals segment. Its business is focused on developing and commercializing therapies for the treatment of cystic fibrosis (CF) and advancing its research and development programs in other indications. Its marketed medicines are ORKAMBI and KALYDECO, which are approved to treat patients with CF having specific mutations in their CF transmembrane conductance regulator (CFTR) gene. It has multiple development programs in the field of CF, including VX-661, VX-371, and VX-152 and VX-440. It is engaged in various other research and mid- and early-stage development programs, such as programs in the areas of oncology, pain and neurology. Its oncology drug candidates include VX-970, VX-803 and VX-984; pain drug candidates include VX-150 and VX-241, and acute spinal cord injury drug candidate include VX-210.

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