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IRWD > SEC Filings for IRWD > Form 8-K on 4-Jun-2014All Recent SEC Filings




Change in Directors or Principal Officers, Financial Statements and

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Effective June 3, 2014, the Board of Directors (the "Board") of Ironwood Pharmaceuticals, Inc. (the "Company") elected Douglas E. Williams, Ph.D., as a Class II director. Dr. Williams's term will expire at the Company's 2015 annual meeting of stockholders. Dr. Williams has been appointed to the Governance and Nominating Committee of the Board.

Consistent with the Company's other non-employee directors, Dr. Williams is participating in the Company's Director Compensation Plan, which became effective January 1, 2014 (the "Plan"). In connection with his appointment and pursuant to the Plan, Dr. Williams was granted a restricted stock award of 19,778 shares of the Company's Class A common stock effective June 3, 2014. The forfeiture rights for such shares will lapse on each date set forth below, provided that Dr. Williams continues to serve as a member of the Board on such date:

                  Date                         Percent of Granted Shares No
                                               Longer Subject to Forfeiture
September 3, 2014                                          25%
December 3, 2014                                           50%
March 3, 2015                                              75%

The day immediately preceding the 100% Company's 2015 annual meeting of

In addition, the Company has entered into an indemnification agreement with Dr. Williams, the terms of which are consistent with the form of indemnification agreement described in the Company's proxy statement filed with the Securities and Exchange Commission on April 18, 2014 in connection with the Company's 2014 annual meeting of stockholders, such description being incorporated herein by reference.

There is no arrangement or understanding between Dr. Williams and any other person pursuant to which Dr. Williams was selected as a director. Dr. Williams is not, and has not been since January 1, 2013, a participant in any transaction involving the Company, and is not a participant in any proposed transaction with the Company, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

The full text of the press release issued in connection with the announcement of Dr. Williams's election to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

No. Description
99.1 Ironwood Pharmaceuticals, Inc. Press Release dated June 4, 2014

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