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):

 

June 4, 2013

 

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

 

 

(617) 621-7722

(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):

 

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

Item 5.07.  Submission of Matters to a Vote of Security Holders.

 

On June 4, 2013, at the 2013 Annual Meeting of Stockholders of Ironwood Pharmaceuticals, Inc. (the “Company”), the stockholders of the Company voted on the following proposals:

 

·      Re-election of four Class III directors of the Company, each to serve a three year term; and

 

·      Ratification of the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013.

 

The results are as follows:

 

1.            The stockholders re-elected Marsha H. Fanucci, Terrance G. McGuire, Edward P. Owens and Christopher T. Walsh as Class III directors, each to serve on the board of directors of the Company for a three year term until the annual meeting of stockholders to be held in 2016 or until his or her successor is duly elected and qualified, based on the following votes:

 

Director Nominee		For		Withheld		Broker Non-Votes
Marsha H. Fanucci		84,097,335		293,815		8,305,662
Terrance G. McGuire		84,005,894		385,256		8,305,662
Edwards P. Owens		83,633,063		758,087		8,305,662
Christopher T. Walsh		72,954,181		11,436,969		8,305,662

 

 

2.            The stockholders ratified the audit committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2013, based on the following votes:

 

For		Against		Abstain		Broker Non-Votes
92,538,812		156,339		1,661		0

 

 

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.

 

	Ironwood Pharmaceuticals, Inc.
Dated: June 5, 2013	By:	/s/ Halley E. Gilbert
		Name:	Halley E. Gilbert
		Title:	Vice President, Legal Affairs and
			General Counsel