UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
Current Report Pursuant to
Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction | (Commission File Number) | (I.R.S. Employer | ||
| of incorporation) | Identification Number) |
| (Address of principal | (Zip code) | |||
| executive offices) |
(
(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 |
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 5.07 Submission of Matters to a Vote of Security Holders.
On June 10, 2025, Ironwood Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the Annual Meeting are as follows:
| 1. | The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2026 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. | 110,739,267 | 2,925,704 | 17,527,704 | |||
| Alexander Denner, Ph.D. | 108,426,760 | 5,238,211 | 17,527,704 | |||
| Andrew Dreyfus | 110,282,918 | 3,382,053 | 17,527,704 | |||
| Jon Duane | 109,604,574 | 4,060,397 | 17,527,704 | |||
| Marla Kessler | 110,720,078 | 2,944,893 | 17,527,704 | |||
| Thomas McCourt | 110,995,716 | 2,669,255 | 17,527,704 | |||
| Julie McHugh | 109,518,572 | 4,146,399 | 17,527,704 | |||
| Catherine Moukheibir | 110,936,589 | 2,728,382 | 17,527,704 | |||
| Jay Shepard | 111,094,136 | 2,570,835 | 17,527,704 |
| 2. | The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 110,089,576 | 3,511,070 | 64,325 | 17,527,704 |
| 3. | The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2025, based on the following votes: |
| For | Against | Abstain | Broker Non-Votes | |||
| 128,241,210 | 2,621,956 | 329,509 | - |
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 12, 2025 | By: | /s/ Gregory Martini |
| Name: Gregory Martini | ||
| Title: Senior Vice President, Chief Financial Officer | ||