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VRTX > SEC Filings for VRTX > Form 8-K on 8-May-2013All Recent SEC Filings

Show all filings for VERTEX PHARMACEUTICALS INC / MA | Request a Trial to NEW EDGAR Online Pro

Form 8-K for VERTEX PHARMACEUTICALS INC / MA


8-May-2013

Entry into a Material Definitive Agreement, Financial Statements


Item 1.01. Entry into a Material Definitive Agreement
On May 8, 2013, at our 2013 annual meeting of shareholders, our shareholders approved our 2013 Stock and Option Plan, which authorizes for issuance 3,300,000 shares of common stock. A copy of our 2013 Stock and Option Plan is filed as Exhibit 10.1 to this Current Report on Form 8-K.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 8, 2013, Matthew W. Emmens resigned from our board of directors. Item 5.07. Submission of Matters to a Vote of Security Holders Our annual meeting of shareholders was held on May 8, 2013. Our shareholders elected Joshua Boger, Terrence C. Kearney, Yuchun Lee and Elaine S. Ullian to serve on our board of directors until the annual meeting of shareholders to be held in 2016. The tabulation of votes with respect to the election of such directors was as follows:
For Withheld Non-votes Joshua Boger 181,449,997 5,858,283 9,767,637 Terrence C. Kearney 170,856,270 16,452,010 9,767,637 Yuchun Lee 182,350,786 4,957,494 9,767,637 Elaine S. Ullian 181,360,781 5,947,499 9,767,637

In addition, our shareholders (i) approved our 2013 Stock and Option Plan, (ii) ratified the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2013 and (iii) approved, on an advisory basis, the compensation program for our named executive officers. The tabulation of votes with respect to these proposals was as follows:

                                          For        Against      Abstain    Non-Votes
Approval of our 2013 Stock and       145,212,775   41,853,053     242,452    9,767,637
Option Plan
Ratification of our Independent
Registered Public Accounting Firm
for 2013                             189,902,159    6,990,804     182,954            0
Approval of the Compensation Program
for our Named Executive Officers     144,599,813   40,789,486   1,918,831    9,767,787

Our board of directors plans to carefully consider the outcome of the advisory vote on the compensation program for our named executive officers and our discussions with and feedback from shareholders in making future decisions regarding our overall executive compensation program and practices.




Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description of Document

10.1 2013 Stock and Option Plan.*


* Management contract, compensatory plan or agreement.


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