Ironwood Pharmaceuticals 提交 8-K 披露股東週年大會結果

false
 0001446847
 
 
 
 
 
 
 
 0001446847
 
 
 2026-06-16
 2026-06-16
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 iso4217:USD
 
 
 xbrli:shares
 
 
 
 
 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

Current Report Pursuant to

Section 13 or 15(d) of the

Securities Exchange Act of 1934

 

Date of Report (Date of
Earliest Event Reported):

June 16, 2026

 

IRONWOOD
PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its
charter)

 

 Delaware
  
 001-34620
  
 04-3404176

 (State
 or other jurisdiction
  
 (Commission File Number) 
 (I.R.S.
 Employer

 of
 incorporation)
  
   
 Identification
 Number)

 

 100
 Summer Street, Suite
 2300
  
  
  
  

 Boston,
 Massachusetts
  
  
  
 02110

(Address
 of principal
  
  
  
  (Zip code)

executive
 offices)
  
  
  
  

 

(617)
621-7722

(Registrant’s telephone number,

including area code)

 

Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨Written
 communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨Soliciting
 material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨Pre-commencement
 communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨Pre-commencement
 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act: 

 

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which

 registered

 Class
 A common stock, $0.001 par value
 IRWD
 Nasdaq
 Global Select Market

 

Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging
growth company ¨

 

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

 

 

  

 

 

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

 

On June 16, 2026, Ironwood Pharmaceuticals, Inc.
(the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As described in Item 5.07
below, at the Annual Meeting, the stockholders of the Company voted to approve an amendment (the “Plan Amendment”) to the
Company’s Amended and Restated 2019 Equity Incentive Plan (the “Plan”, as amended by the Plan Amendment, the “Amended
Plan”). The Plan Amendment, which had previously been adopted by the Company’s Board of Directors (the “Board”)
subject to stockholder approval, increases the number of shares of Company’s Class A common stock available for issuance under the
Amended Plan by 10,000,000 shares.

 

The terms of the Amended Plan are described on
pages 53 to 58 in the Company’s Definitive Proxy Statement on Schedule 14A , filed with the Securities and Exchange Commission on April 28, 2026 (the “Proxy Statement”).

 

The foregoing description of the Plan Amendment
is a summary only and is qualified in its entirety by reference to the full text of the Plan Amendment, a copy of which is attached as
Exhibit 10.1 hereto.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

 

The final voting results for the Annual Meeting
are as follows:

 

1.The stockholders elected eight director nominees, each to serve on the board of directors of the Company for a one-year term extending
until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death,
resignation or removal, based on the following votes:

 

 
 Director Nominee 
 For 
 Withheld 
 Broker Non-Votes

 
 Mark Currie, Ph.D.  
 107,222,711 
 2,414,993 
 15,446,984

 
 Alexander Denner, Ph.D. 
 104,323,731 
 5,313,973 
 15,446,984

 
 Jon Duane 
 105,956,515 
 3,681,189 
 15,446,984

 
 Marla Kessler 
 107,142,336 
 2,495,368 
 15,446,984

 
 Thomas McCourt 
 107,152,086 
 2,485,618 
 15,446,984

 
 Julie McHugh 
 104,403,033 
 5,234,671 
 15,446,984

 
 Catherine Moukheibir 
 106,410,985 
 3,226,719 
 15,446,984

 
 Jay Shepard 
 107,209,046 
 2,428,658 
 15,446,984

 

 

2.The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers,
as disclosed in the Proxy Statement for the Annual Meeting, based on the following votes:

 

 
 For 
 Against 
 Abstain 
 Broker Non-Votes

 
 104,461,936 
 4,958,394 
 217,374 
 15,446,984

 

 

3.The stockholders approved the Plan Amendment, based on the following votes:

 

 
 For 
 Against 
 Abstain 
 Broker Non-Votes

 
 104,066,785 
 5,404,112 
 166,807 
 15,446,984

 

 

4.The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public
accounting firm for 2026, based on the following votes:

 

 
 For 
 Against 
 Abstain 
 Broker Non-Votes

 
 121,957,895 
 2,783,154 
 343,639 
 -

 

 

  

  

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d)   Exhibits.

 

 
 Exhibit No.
  
 Description

 
  
  
  

 
 10.1
  
 Amendment No. 1 to the Amended and Restated 2019 Equity Incentive Plan. 

 
 104
  
 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

 

 

  

  

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

 
  
 Ironwood Pharmaceuticals, Inc.

 
  
  
  

 
 Dated: June 18, 2026
 By:
 /s/ Ronald Silver

 
  
  
 Name: Ronald Silver

 
  
  
 Title: Interim Chief Financial Officer