| Item 5.03. | Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On April 25, 2019, Alnylam Pharmaceuticals, Inc. (the “Company”) held its 2019 Annual Meeting of Stockholders (the “Annual Meeting”). Following the receipt of stockholder approval at the Annual Meeting as described in Item 5.07 of this Current Report on Form8-K, the Company filed (i) a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to permit the holders of at least a majority of its common stock to call special meetings of the stockholders, subject to certain requirements (the “Special Meeting Certificate of Amendment”), (ii) a Certificate of Amendment to the Company’s Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 125,000,000 to 250,000,000 shares (the “Share Increase Certificate of Amendment”), and (iii) a Restated Certificate of Incorporation of the Company, integrating all amendments to date to the Company’s Restated Certificate of Incorporation pursuant to Section 245 of the Delaware General Corporation Law. The foregoing certificates were filed with the Secretary of State of the State of Delaware on April 25, 2019 and were effective as of such date.
In addition, in connection with the Special Meeting Certificate of Amendment described above, the Company’s proposed Amendment No. 3 (the “Bylaws Amendment”) to the Amended and Restated Bylaws, as amended, of the Company (the “Bylaws”), as previously approved by the Company’s Board of Directors subject to the approval by the stockholders of the Special Meeting Certificate of Amendment, became effective. As described in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 21, 2019, the Bylaws Amendment amends Article I, Section 1.3, Section 1.10(a) and Section 1.10(b) of the Bylaws to establish the procedural and disclosure requirements applicable to stockholders seeking to exercise the right to request a special meeting of the stockholders.
The foregoing descriptions of the Special Meeting Certificate of Amendment, the Share Increase Certificate of Amendment, the Restated Certificate of Incorporation and Bylaws Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of the exhibits attached hereto and incorporated by reference herein.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
As of March 1, 2019, the record date for the Annual Meeting, 106,304,442 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 stockholdersre-elected the four persons listed below as Class III directors, each to serve until the Company’s 2022 annual meeting of stockholders or until his or her successor is duly elected and qualified. The voting results were as follows:
| | | | | | | | |
| | | Votes For | | Votes
Against | | Abstentions | | Broker
Non-Votes |
Margaret A. Hamburg, M.D. | | 93,835,622 | | 163,961 | | 30,300 | | 5,368,857 |
Steven M. Paul, M.D. | | 63,881,223 | | 30,118,783 | | 29,877 | | 5,368,857 |
Colleen F. Reitan | | 93,916,036 | | 78,010 | | 35,837 | | 5,368,857 |
Amy W. Schulman | | 91,001,963 | | 2,939,880 | | 88,040 | | 5,368,857 |
The terms of office of the following directors continued after the Annual Meeting:
Dennis A. Ausiello, M.D.
Michael W. Bonney
Marsha H. Fanucci
John M. Maraganore, Ph.D.
David E.I. Pyott
Paul R. Schimmel, Ph.D.
Phillip A. Sharp, Ph.D.
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