UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of Earliest Event Reported):

 

May 31, 2017

 

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware

 

001-34620

 

04-3404176

(State or other jurisdiction
of incorporation)

 

(Commission File Number)

 

(I.R.S. Employer
Identification Number)

 

 

 

 

 

301 Binney Street
Cambridge, Massachusetts

 

 

 

02142

(Address of principal
executive offices)

 

 

 

(Zip code)

 

 

 

 

 

 

 

(617) 621-7722

 

 

 

 

(Registrant’s telephone number,
including area code)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 



 

Item 5.07  Submission of Matters to a Vote of Security Holders

 

On May 31, 2017, at the 2017 Annual Meeting of Stockholders (the “Annual Meeting”) of Ironwood Pharmaceuticals, Inc. (the “Company”), the stockholders of the Company voted on the following proposals:

 

·                 Election of three Class I directors of the Company, each to serve a three-year term;

 

·                 Approval, by non-binding advisory vote, of the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting;

 

·                 Recommendation, by non-binding advisory vote, of the frequency of future non-binding advisory votes on the compensation of the Company’s named executive officers; and

 

·                 Ratification of the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017.

 

The final voting results for the Annual Meeting are as follows:

 

1.                                    The stockholders elected Andrew Dreyfus, Peter M. Hecht and Julie H. McHugh as Class I directors, each to serve on the board of directors of the Company for a three-year term until the annual meeting of stockholders to be held in 2020 or until his or her successor is duly elected and qualified or until his or her death, resignation or removal, based on the following votes:

 

Director Nominee

          For          

      Withheld      

Broker Non-Votes

 

 

 

 

Andrew Dreyfus

122,444,424

2,819,811

5,249,586

 

 

 

 

Peter M. Hecht

124,700,052

564,183

5,249,586

 

 

 

 

Julie H. McHugh

124,720,550

543,685

5,249,586

 

 

2.                                    The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes:

 

          For          

        Against        

        Abstain        

Broker Non-Votes

 

 

 

 

123,285,085

1,699,177

279,973

5,249,586

 

 

3.                                    The stockholders recommended, on a non-binding advisory basis, that future non-binding advisory votes to approve the compensation of the Company’s named executive officers, be held once every year, based on the following votes:

 

       3 Years       

     2 Years     

     1 Year     

     Abstain     

Broker
   Non-Votes   

 

 

 

 

 

6,742,661

293,230

117,949,058

279,286

5,249,586

 



 

4.                                    The stockholders ratified the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2017, based on the following votes:

 

          For          

        Against        

        Abstain        

Broker Non-Votes

 

 

 

 

130,011,562

142,767

359,492

0

 

Consistent with the stockholder voting results and the recommendation of the board of directors of the Company in the proxy statement for the Annual Meeting, the board of directors of the Company has determined to hold a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the board of directors of the Company determines that a different frequency of such non-binding advisory vote is in the best interests of the Company’s stockholders.

 



 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 

Ironwood Pharmaceuticals, Inc.

 

 

 

 

 

 

Dated: June 2, 2017

By:

/s/ Halley E. Gilbert

 

 

 

Name:

Halley E. Gilbert

 

 

Title:

Senior Vice President, Chief Legal Officer
and Secretary