Current Report Filing (8-k)
May 11 2020 - 4:38PM
Edgar (US Regulatory)
false 0001178670 0001178670 2020-05-06 2020-05-06
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 11, 2020 (May 6, 2020)
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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Delaware
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001-36407
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77-0602661
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(State or Other Juris-diction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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675 West Kendall Street,
Henri A. Termeer Square
Cambridge, Massachusetts
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02142
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (617) 551-8200
Not applicable
(Former Name or Former Address, if Changed Since Last Report)
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 (see General Instruction A.2. below):
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☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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☐
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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☐
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class
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Trading
Symbol(s)
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Name of Each Exchange
on Which Registered
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Common Stock, $0.01 par value per share
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ALNY
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The Nasdaq Stock Market LLC
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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 ☐
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. ☐
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Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Alnylam Pharmaceuticals, Inc. (the “Company”) was held on May 6, 2020. As of March 9, 2020, the record date for the Annual Meeting, 113,072,381 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
1. The Company’s stockholders re-elected the three persons listed below as Class I directors, each to serve until the Company’s 2023 annual meeting of stockholders or until his successor is duly elected and qualified. The voting results were as follows:
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Votes For
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Votes
Against
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Abstentions
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Broker Non-Votes
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Michael W. Bonney
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87,489,010
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9,395,746
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420,569
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4,887,476
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John M. Maraganore, Ph.D.
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95,529,290
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1,760,449
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15,586
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4,887,476
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Phillip A. Sharp, Ph.D.
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93,006,332
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4,284,251
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14,742
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4,887,476
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The terms of office of the following directors continued after the Annual Meeting:
Dennis A. Ausiello, M.D.
Olivier Brandicourt, M.D.
Marsha H. Fanucci
Margaret A. Hamburg, M.D.
Steven M. Paul, M.D.
David E.I. Pyott
Colleen F. Reitan
Amy W. Schulman
2. The Company’s stockholders approved the proposed Amendment to the Company’s 2018 Stock Incentive Plan, as amended. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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72,949,727
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24,321,078
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34,520
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4,887,476
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3. The Company’s stockholders approved the proposed Amendment to the Company’s Amended and Restated 2004 Employee Stock Purchase Plan, as amended. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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95,914,684
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1,358,024
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32,617
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4,887,476
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4. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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94,023,807
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3,232,245
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49,273
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4,887,476
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5. The Company’s stockholders ratified the appointment by the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2020. The voting results were as follows:
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Votes For
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Votes Against
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Abstentions
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Broker Non-Votes
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101,337,505
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831,292
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24,004
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0
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Item 9.01.
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Financial Statements and Exhibits.
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104
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Cover Page Interactive Data File (embedded within the Inline XBRL document).
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SIGNATURE
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.
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ALNYLAM PHARMACEUTICALS, INC.
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Date: May 11, 2020
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By:
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/s/ Laurie B. Keating
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Laurie B. Keating
Executive Vice President, Chief Legal Officer
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