On May 31, 2012, at the 2012 Annual Meeting of Stockholders of Ironwood Pharmaceuticals, Inc. (the "Company"), the stockholders of the Company voted on the following proposals:

† Re-election of three Class II directors of the Company, each to serve a three year term;

† Ratification of the audit committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012.

The results are as follows:

1. The stockholders re-elected George H. Conrades, Joseph C. Cook, Jr. and David A. Ebersman as Class II 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 2015 or until his successor is duly elected and qualified, based on the following votes:

Director Nominee         For       Withheld    Broker Non-Votes

George H. Conrades    79,180,061   5,875,142          6,903,859

Joseph C. Cook, Jr.   81,637,287   3,417,916          6,903,859

David A. Ebersman     79,307,691   5,747,512          6,903,859

2. The stockholders ratified the audit committee's selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2012, based on the following votes:

91,759,423 199,639 0 0