STOCK TITAN
  1. Home
  2. Sec-filings
  3. ALNY
  4. [8-K] ALNYLAM PHARMACEUTICALS, INC. Reports Material Event

Alnylam (NASDAQ: ALNY) expands board and details 2026 shareholder meeting votes

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Alnylam Pharmaceuticals, Inc. expanded its Board of Directors from ten to eleven members, appointing Benjamin F. Cravatt, Ph.D. as a Class III director effective June 1, 2026, with a term running until the 2028 annual stockholder meeting. He will also join the Board’s Science and Technology Committee.

As a non-employee director, Dr. Cravatt will receive a $75,000 annual cash retainer and an initial stock option grant with a $600,000 grant date fair value, vesting in three equal annual installments, with an exercise price set at the common stock closing price on the grant date.

The filing also reports results of the 2026 annual meeting. As of the March 25, 2026 record date, 133,427,910 common shares were outstanding. Stockholders re-elected three Class I directors, approved on an advisory basis the compensation of named executive officers, and ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for the year ending December 31, 2026.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Board size 11 directors Expanded from ten to eleven effective June 1, 2026
New director cash retainer $75,000 Annual cash retainer for non-employee director Benjamin F. Cravatt, Ph.D.
Initial option grant value $600,000 Grant date fair value of stock option award to Dr. Cravatt
Annual RSU grant to directors $200,000 Grant date fair value of restricted stock units for each non-employee director
Annual option grant to directors $200,000 Grant date fair value of stock option award for each non-employee director
Shares outstanding 133,427,910 shares Common stock issued and outstanding as of March 25, 2026 record date
Say-on-pay votes for 111,772,389 votes Advisory approval of named executive officer compensation
Auditor ratification votes for 119,847,735 votes Ratification of PricewaterhouseCoopers LLP for fiscal year ending December 31, 2026
non-employee director financial
"As a non-employee director, Dr. Cravatt will receive an annual cash retainer"
Black-Scholes valuation model financial
"having an aggregate grant date fair value equal to $600,000 using the Company’s then-current Black-Scholes valuation model"
restricted stock units financial
"receives an annual equity award consisting of (i) restricted stock units having an aggregate grant date fair value of $200,000"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
broker non-votes financial
"The voting results were as follows Votes For ... Abstentions | Broker Non-Votes"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
independent auditors financial
"ratified the appointment by the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent auditors"
Independent auditors are outside, licensed accountants who examine a company’s books, records and internal controls and issue an objective opinion on whether the financial statements accurately reflect the business’s financial position. Investors treat their report like a neutral inspector’s stamp — it increases trust, makes financial results easier to compare, and alerts readers if there are errors, omissions or other problems that could affect investment decisions.
Understanding 8-K Material Events →
false0001178670May 20, 202600011786702026-05-202026-05-20

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): May 27, 2026 (May 20, 2026)

Alnylam Pharmaceuticals, Inc.
___________________________________________
Delaware
001-36407
77-0602661
(State or Other Jurisdiction
of Incorporation)		(Commission
File Number)		(IRS Employer
Identification No.)

675 West Kendall Street,
Henri A. Termeer Square
 Cambridge, Massachusetts
02142
(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):
☐     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 ClassTrading Symbol(s)Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per shareALNYThe Nasdaq Stock Market LLC

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 Principal Officers; Election of Directors; Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.
Effective as of June 1, 2026, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (the “Company”), following the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Company’s Board from ten to eleven and elected Benjamin F. Cravatt, Ph.D. to fill the newly created vacancy. Dr. Cravatt will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2028. Dr. Cravatt will also serve as a member of the Board’s Science and Technology Committee.
As a non-employee director, Dr. Cravatt will receive an annual cash retainer of $75,000. In addition, in connection with his election to the Board, Dr. Cravatt will be granted, on his first date of service on the Board, a stock option to purchase shares of the Company’s common stock, $0.01 par value per share (“Common Stock”), having an aggregate grant date fair value equal to $600,000 using the Company’s then-current Black-Scholes valuation model, and vesting as to one-third of the shares underling the stock option on each of the first, second and third anniversaries of the grant date, with an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the grant date. Following his election, Dr. Cravatt will be eligible to receive an annual equity award, in an aggregate amount to be determined by the Board upon recommendation of the People, Culture and Compensation Committee. Currently, each of the Company’s non-employee directors receives an annual equity award consisting of (i) restricted stock units having an aggregate grant date fair value of $200,000 (determined based on the closing price of the Common Stock on the NASDAQ Global Select Market on the grant date) and (ii) a stock option to purchase shares of Common stock having an aggregate grant date fair value equal to $200,000 using the Company’s then-current Black-Scholes valuation model, and with an exercise price equal to the closing price of the Common Stock on the NASDAQ Global Select Market on the grant date, each vesting in full on the one-year anniversary of the grant date. The Company will also reimburse Dr. Cravatt for reasonable travel and other related expenses incurred in connection with his service on the Board.
In addition, Dr. Cravatt will enter into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its non-employee directors.





Item 5.07.Submission of Matters to a Vote of Security Holders.
As of March 25, 2026, the record date for the Annual Meeting, 133,427,910 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 I directors, each to serve until the Company’s 2029 annual meeting of stockholders or until his or her successor is duly elected and qualified. The voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
Stuart A. Arbuckle115,269,6595,068,46328,2965,450,286
Yvonne L. Greenstreet, M.D.119,787,307513,04966,0625,450,286
Elliott Sigal, M.D., Ph.D.107,495,42112,844,83626,1615,450,286
The terms of office of the following directors continued after the Annual Meeting:
Dennis A. Ausiello, M.D.
Olivier Brandicourt, M.D.
Margaret A. Hamburg, M.D.
Peter N. Kellogg
David E.I. Pyott
Colleen F. Reitan
Amy W. Schulman
2. 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 ForVotes AgainstAbstentionsBroker Non-Votes
111,772,3898,552,53441,4955,450,286

3. 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, 2026. The voting results were as follows:
Votes ForVotes AgainstAbstentionsBroker Non-Votes
119,847,7355,937,27431,6950






Item 9.01.Financial Statements and Exhibits
(d) Exhibits
Exhibit
Number		Exhibit
Description
104Cover 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 27, 2026
ALNYLAM PHARMACEUTICALS, INC.
By: /s/ Jeffrey V. Poulton
Jeffrey V. Poulton
Executive Vice President, Chief Financial Officer





Source: View Original Filing on SEC EDGAR

FAQ

What board change did Alnylam (ALNY) announce in this 8-K?

Alnylam expanded its Board from ten to eleven members and elected Benjamin F. Cravatt, Ph.D. as a Class III director effective June 1, 2026. His term runs until the company’s 2028 annual stockholder meeting, and he will serve on the Science and Technology Committee.

How will new director Benjamin F. Cravatt be compensated at Alnylam (ALNY)?

Dr. Cravatt will receive a $75,000 annual cash retainer as a non-employee director. He will also receive an initial stock option grant with a $600,000 grant date fair value, vesting over three years, plus eligibility for future annual equity awards comparable to other non-employee directors.

How many Alnylam (ALNY) shares were outstanding for the 2026 annual meeting?

As of March 25, 2026, the record date for the annual meeting, Alnylam had 133,427,910 shares of common stock issued and outstanding. These shares were entitled to vote on director elections, executive compensation advisory approval, and ratification of the independent auditor appointment.

Did Alnylam (ALNY) stockholders approve executive compensation in this filing?

Yes. Stockholders approved, in a non-binding advisory vote, the compensation of Alnylam’s named executive officers, with 111,772,389 votes for, 8,552,534 against, and 41,495 abstentions. There were also 5,450,286 broker non-votes recorded on this say-on-pay advisory proposal.

Which auditor did Alnylam (ALNY) stockholders ratify for fiscal 2026?

Stockholders ratified PricewaterhouseCoopers LLP as Alnylam’s independent auditors for the fiscal year ending December 31, 2026. The ratification received 119,847,735 votes for, 5,937,274 votes against, and 31,695 abstentions, with no broker non-votes reported on this auditor ratification item.

What were the director election results at Alnylam’s 2026 annual meeting?

Three Class I directors were re-elected: Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., and Elliott Sigal, M.D., Ph.D. Each will serve until the 2029 annual stockholder meeting, receiving strong majority support, alongside recorded broker non-votes typical when certain shares cannot vote on specific items.

Filing Exhibits & Attachments

3 documents

Other Documents