VERTEX PHARMACEUTICALS INC / MA
Shareholder Proposals
Item 5
Permit shareholders to act by written consent with the minimum vote threshold required to authorize the same action at a meeting of all shareholders, without ownership-length or holding-method restrictions.
The proposal asks the board to adopt procedures allowing shareholders to take action by written consent when the consenting shareholders represent the minimum number of votes that would be required to authorize that action at a meeting where all shareholders entitled to vote were present. It requests that no unnecessary ownership-duration or share-holding-method restrictions be imposed, and that shareholders be able to initiate any appropriate topic for written consent. The proponent argues this right is needed because the company’s special meeting threshold (25% of outstanding shares) is higher than the 10% level Delaware considers reasonable and makes it harder for shareholders to act between annual meetings. The submission cites several 2025 pipeline and trial setbacks and related stock-price declines as reasons shareholders need a more effective mechanism to engage with management in a timely manner.