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): May 23, 2022 (
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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).
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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
The 2022 Annual Meeting of Stockholders (the “Annual Meeting”) of Alnylam Pharmaceuticals, Inc. (the “Company”) was held on May 18, 2022. As of March 28, 2022, the record date for the Annual Meeting, 120,718,462 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.
1. The Company’s stockholders re-elected the three persons listed below as Class III directors, each to serve until the Company’s 2025 annual meeting of stockholders or until her successor is duly elected and qualified. The voting results were as follows:
| Votes For | Votes Against |
Abstentions | Broker Non-Votes |
|||||||||||||
| Margaret A. Hamburg, M.D. |
103,694,086 | 2,137,148 | 28,581 | 4,486,234 | ||||||||||||
| Colleen F. Reitan |
105,011,439 | 835,726 | 12,650 | 4,486,234 | ||||||||||||
| Amy W. Schulman |
101,990,270 | 3,856,744 | 12,801 | 4,486,234 | ||||||||||||
The terms of office of the following directors continued after the Annual Meeting:
Dennis A. Ausiello, M.D.
Michael W. Bonney
Olivier Brandicourt, M.D.
Marsha H. Fanucci
Yvonne L. Greenstreet, MBChB, MBA
David E.I. Pyott
Phillip A. Sharp, Ph.D.
2. The Company’s stockholders approved the proposed Amendment and Restatement of the Company’s 2018 Stock Incentive Plan, as amended. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 93,418,119 | 12,424,671 | 17,025 | 4,486,234 |
3. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 95,318,086 | 10,517,203 | 24,526 | 4,486,234 |
4. The Company’s stockholders ratified the appointment by the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2022. The voting results were as follows:
| Votes For |
Votes Against |
Abstentions |
Broker Non-Votes | |||
| 109,725,390 | 611,520 | 9,139 | 0 |
Item 9.01. Financial Statements and Exhibits
| (d) | Exhibits |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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.
| ALNYLAM PHARMACEUTICALS, INC. | ||||||
| Date: May 23, 2022 | By: | /s/ Jeffrey V. Poulton | ||||
| Jeffrey V. Poulton Executive Vice President, Chief Financial Officer | ||||||