ALNY 8-K
Alnylam Pharmaceuticals, Inc. (ALNY)
8-K
2025-05-13
For: 2025-05-08
View Original
Added on
April 09, 2026
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
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 13, 2025 (May 8, 2025 )
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| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Registrant’s telephone number, including area code: (617 ) 551-8200
| Not applicable | ||
| (Former Name or Former Address, if Changed Since Last Report) | ||
___________________________________________
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 (see General Instruction A.2. below):
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 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year
On May 8, 2025, Alnylam Pharmaceuticals, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). Following the receipt of stockholder approval at the Annual Meeting as described in Item 5.07 of this Current Report on Form 8-K, the Company filed a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to allow for officer exculpation (the “Certificate of Amendment”). The foregoing certificate was filed with the Secretary of State of the State of Delaware on May 8, 2025 and was effective as of such date.
The foregoing description of the Certificate of Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the exhibit attached hereto and incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders
As of March 10, 2025, the record date for the Annual Meeting, 130,084,858 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 four persons listed below as Class III directors, each to serve until the Company’s 2028 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 | |||||||||||||||||||||||
| Carolyn R. Bertozzi, Ph.D. | 108,200,098 | 10,440,708 | 24,081 | 4,826,451 | ||||||||||||||||||||||
| Margaret A. Hamburg, M.D. | 108,041,420 | 10,601,230 | 22,237 | 4,826,451 | ||||||||||||||||||||||
| Colleen F. Reitan | 111,919,864 | 6,734,585 | 10,438 | 4,826,451 | ||||||||||||||||||||||
| Amy W. Schulman | 103,753,055 | 14,370,696 | 541,136 | 4,826,451 | ||||||||||||||||||||||
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.
Yvonne L. Greenstreet, M.D.
Peter N. Kellogg
David E.I. Pyott
Elliott Sigal, M.D., Ph.D.
2. The Company’s stockholders approved the Certificate of Amendment. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 111,515,553 | 7,120,857 | 28,477 | 4,826,451 | |||||||||||||||||
3. The Company’s stockholders approved the Company’s Second Amended and Restated 2018 Stock Incentive Plan. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 114,044,496 | 4,590,661 | 29,730 | 4,826,451 | |||||||||||||||||
4. 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 | |||||||||||||||||
| 111,725,907 | 6,909,706 | 29,274 | 4,826,451 | |||||||||||||||||
5. 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, 2025. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 117,032,947 | 6,405,215 | 53,176 | 0 | |||||||||||||||||
| Item 9.01. | Financial Statements and Exhibits | ||||
(d) Exhibits
3.1 Certificate of Amendment to Restated Certificate of Incorporation of Alnylam Pharmaceuticals, Inc.
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. | ||||||||
Date: May 13, 2025 | ALNYLAM PHARMACEUTICALS, INC. | |||||||
| By: | /s/ Jeffrey V. Poulton | |||||||
| Jeffrey V. Poulton | ||||||||
| Executive Vice President, Chief Financial Officer | ||||||||
Exhibit 3.1
CERTIFICATE OF AMENDMENT TO
RESTATED CERTIFICATE OF INCORPORATION
OF
RESTATED CERTIFICATE OF INCORPORATION
OF
ALNYLAM PHARMACEUTICALS, INC.
Alnylam Pharmaceuticals, Inc. (the “Corporation”), a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “DGCL”) does hereby certify:
1.Pursuant to Section 242 of the DGCL, this Certificate of Amendment to Restated Certificate of Incorporation (this “Amendment”) amends the provisions of the Restated Certificate of Incorporation of the Corporation (the “Certificate”).
2.This amendment has been approved and duly adopted by the Corporation’s Board of Directors and stockholders in accordance with Section 242 of the DGCL.
3.The Certificate is hereby amended as follows:
Article SEVENTH is hereby amended and restated in its entirety to read as set forth below:
“SEVENTH: No director or Officer of the Corporation shall be personally liable to the Corporation or its stockholders for monetary damages for breach of fiduciary duty as a director or Officer, except for liability (a) for any breach of the director’s or Officer’s duty of loyalty to the Corporation or its stockholders, (b) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (c) of a director under Section 174 of the DGCL, (d) for any transaction from which the director or Officer derived an improper personal benefit or (e) of an Officer in any action by or in the right of the Corporation. If the DGCL is amended hereafter to authorize the further elimination or limitation of the liability of directors or Officers, then the liability of a director or Officer of the Corporation, as applicable, shall be eliminated or limited to the fullest extent authorized by the DGCL, as so amended. Solely for the purposes of this Article SEVENTH, “Officer” shall mean a person who, at the time of the act or omission as to which liability is asserted, falls within the meaning of the term “officer,” as defined in Section 102(b)(7) of the DGCL. No amendment to or repeal or elimination of this Article SEVENTH shall apply to or have any effect on the liability or alleged liability of any director or Officer of the Corporation for or with respect to any acts or omissions of such director or Officer occurring prior to such amendment, repeal or elimination.”
*_*_*_*_*_*
IN WITNESS WHEREOF, the undersigned authorized officer of the Corporation has executed this Certificate of Amendment to Restated Certificate of Incorporation as of May 8, 2025.
ALNYLAM PHARMACEUTICALS, INC.
/s/ Yvonne L. Greenstreet, M.D.
Name: Yvonne L. Greenstreet, M.D.
Title: Chief Executive Officer