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Vertex Pharmaceuticals held its annual shareholder meeting on May 13, 2026, where investors voted on board, compensation, auditor and governance matters. Shareholders elected ten directors, including Reshma Kewalramani and Jeffrey Leiden, each receiving over 209 million votes in favor.
Investors also approved the 2026 Stock and Option Plan, replacing the 2013 plan, with 216,097,268 votes for and 6,523,460 against. They ratified Ernst & Young LLP as independent auditor for the year ending December 31, 2026, with 223,514,070 votes for. On an advisory basis, shareholders backed the 2025 executive compensation program, and they passed a shareholder proposal granting the right to act by written consent.
Vertex Pharmaceuticals reported Form 144 activity showing insider dispositions. The filing lists three open-market sales by Carmen Bozic of 2,329 shares each on 02/27/2026, 03/13/2026 and 03/27/2026, with gross proceeds of $1,118,641.99, $1,122,088.91 and $1,050,262.55 respectively. The excerpt also shows earlier restricted stock vesting entries from 02/10/2025 (3,102 shares), 02/17/2025 (2,040 shares) and 02/24/2025 (1,846 shares) recorded as compensation.
Vertex Pharmaceuticals filed a Form 144 notice reporting proposed sales of Common Stock by an affiliate and disclosed recent restricted stock vesting events. The filing lists vesting issuances to Fidelity Brokerage Services LLC on 02/13/2026, 02/17/2026, 02/24/2026, and 03/01/2026, and multiple proposed sales by Jonathan P. Biller on February 11–25, 2026.
Vertex Pharmaceuticals director Suketu Upadhyay reported routine equity compensation and a related share deferral. Upon vesting of previously granted restricted stock units, he exchanged 796 shares of common stock for 796 deferred stock units under the company’s deferred compensation plan, recording a disposition to the issuer and a matching derivative acquisition.
He also received a grant of 2,866 stock options exercisable at $424.45 per share, expiring on April 30, 2036. Following these transactions, he holds 1,558 shares of common stock, 3,595.156 deferred stock units, and 2,866 stock options, all reported as direct ownership.
Vertex Pharmaceuticals director Nancy Thornberry reported routine equity compensation changes. On May 1, 2026, she disposed of 398 shares of common stock back to the issuer in exchange for 398 deferred stock units under a deferred compensation plan, leaving 2,109 common shares at that step.
She then acquired 472 additional common shares as a grant, increasing her direct common stock holdings to 2,507 shares. Thornberry also received 398 deferred stock units, each linked to one share of common stock and payable upon specified future events, and a fully vested stock option for 1,433 shares with a $424.45 exercise price expiring on April 30, 2036.
Vertex Pharmaceuticals director Jennifer Schneider reported routine equity compensation changes. She disposed of 796 shares of common stock back to the company in exchange for 796 deferred stock units under a deferred compensation plan, so this was a non‑market, non‑cash swap rather than a sale.
Schneider also acquired 472 shares of common stock as a grant or award and received 796 deferred stock units, each representing one share of common stock payable upon certain future events. In addition, she was granted stock options for 1,433 shares at an exercise price of $424.45 per share, expiring in 2036, and now directly holds 1,394 shares of Vertex common stock.
Vertex Pharmaceuticals director Bruce I. Sachs reported an acquisition of stock options as compensation. He received a grant of 2,866 stock options for Vertex common stock at an exercise price of $424.45 per share. The options are fully vested and expire on April 30, 2036, and his direct derivative holdings after this grant total 2,866 options.
Vertex Pharmaceuticals director Diana McKenzie reported routine equity compensation and a deferral election involving company stock. She received a grant of 943 shares of common stock at no cost as a restricted stock unit award that will vest based on the grant terms.
Upon vesting of earlier restricted stock units granted on May 1, 2025, she chose to defer 796 shares of common stock into 796 deferred stock units under Vertex’s deferred compensation plan. This is recorded as a disposition of 796 common shares back to the issuer in exchange for an equal number of deferred stock units.
Each deferred stock unit represents one share of common stock and will be paid in stock upon the earliest of her board service ending, a change of control, or her disability or death. After these transactions, she holds 2,378 shares of common stock directly, 7,787.483 deferred stock units, and 207 common shares held indirectly in a trust.
Vertex Pharmaceuticals executive Joy Liu, EVP and Chief Legal Officer, sold 1,104 shares of Vertex common stock in an open-market transaction at $425.02 per share. The sale was made pursuant to a company-approved trading plan under Rule 10b5-1. After this transaction, Liu directly holds 20,729 shares of Vertex common stock.
Vertex Pharmaceuticals director Michel Lagarde received a fully vested stock option grant as part of his compensation. On May 1, 2026, he was awarded options to acquire 2,866 shares of Vertex common stock at an exercise price of $424.45 per share. These options are already fully vested and expire on April 30, 2036, and represent a routine, non‑market transaction rather than an open‑market trade.