Vertex (NASDAQ: VRTX) trims board to ten as Suketu Upadhyay steps aside

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Vertex Pharmaceuticals disclosed that director Suketu Upadhyay has decided not to stand for re-election at the company’s 2026 annual meeting of shareholders. He was recently named the forthcoming Chief Financial Officer of Incyte Corporation and cited scheduling conflicts with this new role.

Upadhyay will continue serving on the board until the 2026 annual meeting. The company stated that his decision did not involve any disagreement regarding its operations, policies, or practices. Following his departure, the board intends to reduce its size to ten members and the existing proxy materials are deemed amended to remove him from the slate of nominees, while all other nominees and previously submitted votes remain in effect.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

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.

Key Figures

Board size: 10 members

1 metrics

Board size 10 members Intended size following Suketu Upadhyay’s departure after the 2026 annual meeting

Key Terms

annual meeting of shareholders, definitive proxy statement, proxy card, emerging growth company, +1 more

5 terms

annual meeting of shareholders financial

"not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders"

A yearly gathering where a company’s owners (shareholders) vote on key items like electing the board, approving executive pay, and ratifying auditors, and receive updates on performance and strategy. Think of it as an annual town hall for owners: it matters to investors because outcomes and disclosures can affect leadership, corporate direction, dividend and governance policies, and therefore the company’s risk and potential return.

definitive proxy statement regulatory

"had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card"

A Definitive Proxy Statement is a detailed document that a company sends to its shareholders before a big meeting, like voting on important decisions. It explains what's being voted on and gives important information so shareholders can make informed choices. It matters because it helps shareholders understand and participate in key company decisions.

proxy card regulatory

"definitive proxy statement and proxy card for the 2026 Annual Meeting"

A proxy card is a document that allows shareholders to give someone else the authority to vote on their behalf at a company’s meeting. Think of it as a permission slip that ensures a shareholder’s interests are represented even if they cannot attend in person. For investors, proxy cards are important because they influence company decisions and governance, giving them a way to participate indirectly.

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

Compensatory Arrangements of Certain Officers regulatory

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

Understanding 8-K Material Events →

04/29/2026 - 04:05 PM

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) April 28, 2026

Vertex Pharmaceuticals Incorporated

(Exact name of registrant as specified in its charter)


Massachusetts	000-19319	04-3039129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

50 Northern Avenue

Boston, Massachusetts 02210

(Address of principal executive offices) (Zip Code)

(617) 341-6100

(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 (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 class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 Par Value Per Share

VRTX

The 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 April 28, 2026, Suketu Upadhyay informed the board of directors (the “Board”) of Vertex Pharmaceuticals Incorporated (the “Company”) of his decision not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders (the “2026 Annual Meeting”). Mr. Upadhyay has recently been named the forthcoming Chief Financial Officer of Incyte Corporation. Mr. Upadhyay will continue to serve on the Board until the time of the 2026 Annual Meeting. Mr. Upadhyay’s decision to depart from the Board was due to scheduling conflicts associated with his new role at Incyte Corporation and did not involve any disagreement with the Company on any matter relating to its operations, policies or practices.

The Board intends to reduce the size of the Board to ten members following the departure of Mr. Upadhyay.

Mr. Upadhyay had been included as a nominee of the Board in the Company’s definitive proxy statement and proxy card for the 2026 Annual Meeting. In light of his anticipated departure from the Board, Mr. Upadhyay is no longer standing for re-election to the Board at the 2026 Annual Meeting, and the Company’s proxy materials are hereby deemed amended to remove Mr. Upadhyay as a nominee for the 2026 Annual Meeting. The Company’s slate of nominees otherwise remains unchanged. Previously voted proxies remain valid, other than with respect to Mr. Upadhyay as he is no longer standing for re-election, and the Company’s shareholders eligible to vote at the 2026 Annual Meeting may continue to use their proxy cards to vote their shares as to the Board’s remaining nominees and the other matters being voted on at the 2026 Annual Meeting.

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.


			VERTEX PHARMACEUTICALS INCORPORATED
			(Registrant)

Date: April 29, 2026			/s/ Joy Liu
			Joy Liu
			Executive Vice President, Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

Why is Suketu Upadhyay leaving the Vertex (VRTX) board?

Suketu Upadhyay chose not to stand for re-election to Vertex’s board because he was recently named the forthcoming Chief Financial Officer of Incyte Corporation. Vertex explained the decision stems from scheduling conflicts, not from any disagreement over its operations, policies, or practices.

When will Suketu Upadhyay step down from the Vertex (VRTX) board?

Suketu Upadhyay will continue serving as a Vertex director until the company’s 2026 annual meeting of shareholders. After that meeting, he will no longer be on the board, and the board intends to operate with ten members going forward.

How does Suketu Upadhyay’s decision affect Vertex’s 2026 proxy for VRTX?

Vertex’s definitive proxy statement and proxy card for the 2026 annual meeting are deemed amended to remove Suketu Upadhyay as a nominee. The remaining slate of nominees is unchanged, and shareholders may continue using existing proxy cards to vote on the other board nominees.

Will previously voted proxies for Vertex (VRTX) remain valid after this change?

Previously voted proxies remain valid for Vertex’s 2026 annual meeting, except as to votes for Suketu Upadhyay, who is no longer standing for re-election. Shareholders can still use the same proxy cards to vote on the remaining board nominees and other meeting matters.

What will be the size of Vertex’s (VRTX) board after the 2026 annual meeting?

Vertex’s board of directors intends to reduce its size to ten members following the departure of Suketu Upadhyay at the 2026 annual meeting. This reflects the removal of his seat from the slate, while the rest of the board composition remains unchanged in this filing.

Filing Exhibits & Attachments

3 documents