ALNY Alnylam Pharmaceuticals

Filed: 21 May 21, 4:30pm












Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 21, 2021 (May 18, 2021)



Alnylam Pharmaceuticals, Inc.

(Exact Name of Registrant as Specified in Charter)




Delaware 001-36407 77-0602661
(State or Other Jurisdiction
of Incorporation)
File Number)
 (IRS Employer
Identification No.)


675 West Kendall Street, 
Henri A. Termeer Square 
Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (617) 551-8200

Not applicable

(Former Name or Former Address, if Changed Since Last Report)



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):



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



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



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



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

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class




Name of Each Exchange
on Which Registered

Common Stock, $0.01 par value per share ALNY The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934(§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




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

The 2021 Annual Meeting of Stockholders (the “Annual Meeting”) of Alnylam Pharmaceuticals, Inc. (the “Company”) was held on May 18, 2021. As of March 29, 2021, the record date for the Annual Meeting, 117,320,127 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

1. The Company’s stockholders re-elected the four persons listed below as Class II directors, each to serve until the Company’s 2024 annual meeting of stockholders or until his or her successor is duly elected and qualified. The voting results were as follows:


   Votes For  Votes
  Abstentions  Broker Non-Votes

Dennis A. Ausiello, M.D.

  100,520,054  1,188,272  6,497  3,978,315

Olivier Brandicourt, M.D.

  99,910,483  1,793,713  10,627  3,978,315

Marsha H. Fanucci

  95,079,032  6,627,461  8,330  3,978,315

David E.I. Pyott

  95,819,592  5,887,341  7,890  3,978,315

The terms of office of the following directors continued after the Annual Meeting:

Michael W. Bonney

Margaret A. Hamburg, M.D.

John M. Maraganore, Ph.D.

Steven M. Paul, M.D.

Colleen F. Reitan

Amy W. Schulman

Phillip A. Sharp, Ph.D.

2. The Company’s stockholders approved, in a non-binding advisory vote, the compensation of the Company’s named executive officers. The voting results were as follows:


Votes For


Votes Against




Broker Non-Votes


 20,146,079 186,307 3,978,315

3. The Company’s stockholders ratified the appointment by the Company’s Board of Directors of PricewaterhouseCoopers LLP as the Company’s independent auditors for the fiscal year ending December 31, 2021. The voting results were as follows:


Votes For


Votes Against




Broker Non-Votes


 206,905 9,761 0

Item 9.01. Financial Statements and Exhibits.

(d)    Exhibits:


104  Cover Page Interactive Data File (embedded within the Inline XBRL document).


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.


Date: May 21, 2021   

/s/ Laurie B. Keating


Laurie B. Keating

Executive Vice President, Chief Legal Officer