On June 21, 2012, the Compensation Committee of the Board of Directors (the "Board") of Alnylam Pharmaceuticals, Inc. (the "Company") approved the promotion of Akshay K. Vaishnaw, M.D., Ph.D., to the position of Executive Vice President and Chief Medical Officer of the Company. Dr. Vaishnaw has been with the Company since January 2006 and has most recently served as the Company's Senior Vice President and Chief Medical Officer since June 2011. From December 2008 until June 2011, Dr. Vaishnaw served as the Company's Senior Vice President, Clinical Research and from January 2006 until December 2008 was the Company's Vice President, Clinical Research.

In connection with Dr. Vaishnaw's promotion, the Compensation Committee of the Board approved an increase in his annual base salary to $450,000 from $396,550. In addition, Dr. Vaishnaw's target award percentage under the 2012 Annual Incentive Program (the "2012 Plan") was increased to 50% from 40%, making his maximum cash award opportunity under the 2012 Plan $225,000.

On June 21, 2012, the Compensation Committee of the Board also approved an increase in annual base salary for Barry E. Greene, the Company's President and Chief Operating Officer, to $500,000 from $449,904, effective immediately. As a result of this increase, Mr. Greene's maximum cash award opportunity under the 2012 Plan will be $250,000. Mr. Greene's annual base salary was increased at this time so that his total cash compensation, including his annual salary and annual cash bonus, will be more competitive with similar positions in the Company's industry peer group.

The 2012 Annual Meeting of Stockholders (the "Annual Meeting") of the Company was held on June 21, 2012. As of April 25, 2012, the record date for the Annual Meeting, 51,893,758 shares 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 II directors, each to serve until the Company's 2015 annual meeting of stockholders and until his or her successor is duly elected and qualified. The voting results were as follows:

                                                        Votes          Broker
                                     Votes For        Withheld        Non-Votes
         Dennis A. Ausiello, M.D.     33,349,268         139,336       8,560,193

         John K. Clarke               31,704,248       1,784,356       8,560,193

         Marsha H. Fanucci            32,468,371       1,020,233       8,560,193

The terms of office of the following directors continued after the Annual Meeting:

Victor J. Dzau, M.D.

John M. Maraganore, Ph.D.

Steven M. Paul, M.D.

Paul R. Schimmel, Ph.D.

Phillip A. Sharp, Ph.D.

Kevin P. Starr

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2. 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:



                                   Votes                            Broker
                Votes For         Against        Abstentions       Non-Votes
                 30,257,308       3,176,758            54,538       8,560,193

3. The Company's stockholders ratified the appointment by the Company's Board of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2012. The voting results were as follows:

                                   Votes                           Broker
                 Votes For        Against       Abstentions       Non-Votes
                  41,734,654       276,086            38,057               0