Vertex Pharmaceuticals | Right To Act By Written Consent at Vertex Pharmaceuticals

Status
Filed
Previous AGM date
Resolution details
Company ticker
VRTX
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Health Care
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). This includes shareholder ability to initiate any appropriate topic for written consent.
Supporting statement
Vertex Pharmaceuticals (VRTX) shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for VRTX shareholders to call for a special shareholder meeting. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Delaware law considers it reasonable for 10% of shareholders to call for a special shareholder meeting ? yet VRTX made the threshold 25% of shareholders based on all shares outstanding. Acting by written consent is hardly ever used by shareholders but the main point of having a right to act by written consent is that it gives shareholders greater standing to engage effectively with management when VRSK underperforms. The following challenging 2025 news reports on VRTX make it more important to adopt this proposal without delay: In August 2025, VRTX announced that VX-993, an investigative non-opioid acute pain treatment, did not meet its primary endpoint in a Phase 2 trial. As a result, VRTX decided not to advance it as a monotherapy, leading to a significant drop in the stock price. The U.S. Food and Drug Administration (FDA) indicated it currently did not see a path to a broad label for suzetrigine for peripheral neuropathic pain (PNP), which could limit the drug's immediate market potential in that indication. In March 2025, VRTX discontinued the development of VX-264, a cell device program for type 1 diabetes, after it failed to meet the efficacy endpoint in a Phase 1/2 study. VRTX temporarily paused the multiple ascending dose (MAD) portion of a Phase 1/2 clinical study for VX-522, an mRNA therapeutic being developed with Moderna for cystic fibrosis patients who cannot use other modulators. VRTX stock experienced major drops in May and August 2025 following these clinical trial results and an initial first-quarter earnings miss, with the market reacting negatively to the pipeline setbacks. VRTX temporarily postponed the completion of dosing in a Phase 1/2/3 study for its Type 1 diabetes treatment, zimislecel, pending an internal manufacturing analysis.

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