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VRTX > SEC Filings for VRTX > Form 8-K on 7-May-2014All Recent SEC Filings




Entry into a Material Definitive Agreement, Submission of Matters

Item 1.01. Entry into a Material Definitive Agreement.

On May 7, 2014, at our 2014 annual meeting of shareholders, our shareholders approved an amendment to our 2013 Stock and Option Plan that increases the number of shares of common stock authorized for issuance under this plan by 9,500,000 shares.

Item 5.07. Submission of Matters to a Vote of Security Holders.
Our annual meeting of shareholders was held on May 7, 2014. Our shareholders elected Margaret G. McGlynn, Wayne J. Riley and William D. Young to serve on our board of directors until the annual meeting of shareholders to be held in 2017. The tabulation of votes with respect to the election of such directors was as follows:
For Withheld Non-votes Margaret G. McGlynn 188,458,980 15,287,840 6,968,491 Wayne J. Riley 201,509,342 2,237,758 6,968,491 William D. Young 194,778,793 8,968,307 6,968,491

In addition, our shareholders (i) approved the amendment to 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, 2014 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
Amendment to our 2013 Stock and
Option Plan                           151,189,645   52,329,579     227,876     6,968,491
Ratification of our Independent
Registered Public Accounting Firm for
2014                                  177,807,437   32,725,923     182,231             -
Approval of the Compensation Program
for our Named Executive Officers      142,428,874   60,951,451     366,775     6,968,491

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.

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