VRTX: Leadership change

Item 5.02 Departure of Directors of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officer On March 27, 2026, the Board of Directors (the "Board") of Vertex Pharmaceuticals Incorporated (the "Company") approved the Vertex Pharmaceuticals Incorporated 2026 Stock and Option Plan (the "2026 Plan"), which replaces the Vertex Pharmaceuticals Incorporated 2013 Stock and Option Plan, subject to shareholder approval. A summary of the principal features of the Plan is set forth under Proposal No. 4 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 2, 2026 (the “Proxy Statement”), which description is incorporated herein by reference. The Plan was approved by the Company's shareholders at the Company's annual meeting of the shareholders held on May 13, 2026 (the "Annual Meeting"). Item 5.07 Submission of Matters to a Vote of Security Holders The Annual Meeting was held on May 13, 2026. Set forth below are the voting results for each of the proposals submitted to a vote of the Company's shareholders at the Annual Meeting: Proposal No. 1 : Based upon the following votes, the shareholders elected Sangeeta Bhatia, Lloyd Carney, Alan Garber, Reshma Kewalramani, Michel Lagarde, Jeffrey Leiden, Diana McKenzie, Bruce Sachs, Jennifer Schneider and Nancy Thornberry to serve as members of the Company's Board of Directors until the annual meeting of shareholders to be held in 2027: For Against Abstain Non-Votes Sangeeta Bhatia 221,280,173 1,624,141 93,322 10,337,217 Lloyd Carney 213,048,550 9,855,369 93,717 10,337,217 Alan Garber 219,396,452 3,506,604 94,580 10,337,217 Reshma Kewalramani 221,911,160 999,306 87,170 10,337,217 Michel Lagarde 220,336,343 2,566,485 94