SUPPORTING STATEMENT: To make up for our complete lack of a right to act by written consent we need the right of 10% of shares to call for a special shareholder meeting. Hundreds of major companies provide shareholders with the right to act by written consent.



Certain companies, that do not provide for a shareholder right to act by written consent, have a more reasonable stock ownership threshold to call for a special shareholder meeting. Southwest Airlines is an example of a company that does not provide for shareholder written consent and yet provides for 10% of shares to call for a special shareholder meeting.



Since a special shareholder meeting can be useful in replacing a director, this proposal may be an incentive for the Vertex Pharmaceuticals directors to improve their performance and in turn improve the stock price.



Calling a special shareholder meeting is hardly ever used by shareholders but the main point of the right to call a special shareholder meeting is that it gives shareholders a Plan B option if management is not interested in good faith shareholder engagement. An incentive for management to engage with shareholders in good faith could be the alternative of a special shareholder meeting.



With the widespread use of online shareholder meetings it is much easier for management to conduct a special shareholder meeting and our bylaws thus need to be updated accordingly.



To anticipate a fake management objection to this proposal, shareholders who own 5% to 10% of a company are often the least likely shareholders to call for a special shareholder meeting.



Filed by John Chevedden.