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IRONWOOD PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and IRONWOOD PHARMACEUTICALS INC.’s Form 8-K, filed June 21, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 11Ballot items
  • 284Asset managers
  • 3,327Fund votes
  • June 18, 2024Meeting date

Results at a glance

Meeting of June 18, 2024: 11 items on IRONWOOD PHARMACEUTICALS INC.’s Form 8-K, filed June 21, 2024: 9 elected · 2 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore IRONWOOD PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by IRONWOOD PHARMACEUTICALS INC.

These tallies are IRONWOOD PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 21, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

IRONWOOD PHARMACEUTICALS INC. — official shareholder meeting results, meeting held June 18, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Mark Currie, Ph.D. 130,019,704---- 5,472,1287,708,364 96%Elected—
Elect Director: Alexander Denner, Ph.D. 125,450,072---- 10,041,7607,708,364 93%Elected—
Elect Director: Andrew Dreyfus 129,704,783---- 5,787,0497,708,364 96%Elected—
Elect Director: Jon Duane 127,436,834---- 8,054,9987,708,364 94%Elected—
Elect Director: Marla Kessler 130,081,722---- 5,410,1107,708,364 96%Elected—
Elect Director: Thomas McCourt 133,639,699---- 1,852,1337,708,364 99%Elected—
Elect Director: Julie McHugh 124,822,215---- 10,669,6177,708,364 92%Elected—
Elect Director: Catherine Moukheibir 129,803,799---- 5,688,0337,708,364 96%Elected—
Elect Director: Jay Shepard 133,672,033---- 1,819,7997,708,364 99%Elected—
2. On a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the following votes 127,439,6877,953,50898,637 --7,708,364 94%Approved—
3. The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, based on the following votes 136,781,9866,305,538112,672 ---- 96%Approved—

This meeting is also recorded here as June 19, 2024; both records come from the same filing, so the date should be checked against it.

Source: IRONWOOD PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 21, 2024 — read the filing on EDGAR.

How asset managers voted at the IRONWOOD PHARMACEUTICALS INC. 2023-2024 meeting

Each item below shows how the 284 asset managers that disclosed a IRONWOOD PHARMACEUTICALS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Alexander Denner, Ph.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

93% Majority: yes · of votes cast

FOR 93%
FOR: 125,450,072WITHHELD: 10,041,760
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Alexander Denner, Ph.D.

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Alexander Denner, Ph.D.”): 125,450,072 for, 10,041,760 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 93% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 69,700,287 for, 2,333,295 withheld, 7,297 abstained.

FOR
FOR: 69,700,287ABSTAIN: 7,297WITHHOLD: 2,333,295
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,849,1510 02,569For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA00 01,846,558Withhold
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide338,2180 012,500For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC00 0300,000Withhold
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

2. Elect Director: Andrew Dreyfus

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 129,704,783WITHHELD: 5,787,049
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Andrew Dreyfus

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Andrew Dreyfus”): 129,704,783 for, 5,787,049 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,972,072 for, 61,510 withheld, 7,297 abstained.

FOR
FOR: 71,972,072ABSTAIN: 7,297WITHHOLD: 61,510
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

3. Elect Director: Catherine Moukheibir

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 129,803,799WITHHELD: 5,688,033
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Catherine Moukheibir

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Catherine Moukheibir”): 129,803,799 for, 5,688,033 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,928,401 for, 108,463 withheld, 4,015 abstained.

FOR
FOR: 71,928,401ABSTAIN: 4,015WITHHOLD: 108,463
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,2690 0470For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

4. Elect Director: Jay Shepard

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 133,672,033WITHHELD: 1,819,799
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Jay Shepard

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jay Shepard”): 133,672,033 for, 1,819,799 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,975,354 for, 61,510 withheld, 4,015 abstained.

FOR
FOR: 71,975,354ABSTAIN: 4,015WITHHOLD: 61,510
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

5. Elect Director: Jon Duane

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%
FOR: 127,436,834WITHHELD: 8,054,998
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Jon Duane

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jon Duane”): 127,436,834 for, 8,054,998 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,646,693 for, 390,171 withheld, 4,015 abstained.

FOR
FOR: 71,646,693ABSTAIN: 4,015WITHHOLD: 390,171
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,849,1510 02,569For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide338,2180 012,500For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC00 0300,000Withhold
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

6. Elect Director: Julie McHugh

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

92% Majority: yes · of votes cast

FOR 92%
FOR: 124,822,215WITHHELD: 10,669,617
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Julie McHugh

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Julie McHugh”): 124,822,215 for, 10,669,617 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 92% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,646,693 for, 390,171 withheld, 4,015 abstained.

FOR
FOR: 71,646,693ABSTAIN: 4,015WITHHOLD: 390,171
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,849,1510 02,569For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide338,2180 012,500For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC00 0300,000Withhold
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

7. Elect Director: Mark Currie, Ph.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 130,019,704WITHHELD: 5,472,128
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Mark Currie, Ph.D.

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Mark Currie, Ph.D.”): 130,019,704 for, 5,472,128 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,975,354 for, 61,510 withheld, 4,015 abstained.

FOR
FOR: 71,975,354ABSTAIN: 4,015WITHHOLD: 61,510
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

8. Elect Director: Marla Kessler

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 130,081,722WITHHELD: 5,410,110
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Marla Kessler

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Marla Kessler”): 130,081,722 for, 5,410,110 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 96% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,975,354 for, 61,510 withheld, 4,015 abstained.

FOR
FOR: 71,975,354ABSTAIN: 4,015WITHHOLD: 61,510
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

9. Elect Director: Thomas McCourt

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 133,639,699WITHHELD: 1,852,133
Details: description as filed, official tally, votes by 89 asset managers

Description as filed by funds: Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2025 annual meeting of stockholders and their successors are duly elected and qualified: Thomas McCourt

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Thomas McCourt”): 133,639,699 for, 1,852,133 withheld, per its Form 8-K filed June 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based …”
Support: 99% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 89 asset managers below reported 71,975,354 for, 61,510 withheld, 4,015 abstained.

FOR
FOR: 71,975,354ABSTAIN: 4,015WITHHOLD: 61,510
Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,4490 01,271For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For
Putnam261,3670 00For
QUANTITATIVE MASTER SERIES LLC258,3970 00For

Showing the 25 largest of 89 asset managers. See all 89 in the interactive database.

10. 2. On a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 14 wordings of this item as funds reported it.

94% Approved · of votes cast

FOR 94%
FOR: 127,439,687AGAINST: 7,953,508
Details: description as filed, official tally, votes by 283 asset managers

Description as filed by funds: Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“2. On a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the following votes”): 127,439,687 for, 7,953,508 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the following votes:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 92 asset managers voting on “Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,851,7200 00For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds0770,390 00Against
Columbia Threadneedle0610,957 00Against
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
World Funds Trust406,8010 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Two Roads Shared Trust363,0470 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide215,382135,336 00Mixed
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For

Fund voting reports, all 92 managers: 71,256,192 for, 1,563,921 against, 34,334 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 215 asset managers voting on “Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
State Street12,591,9970 00For
Man Group plc6,379,7600 00For
ARMISTICE CAPITAL, LLC03,677,175 00Against
BlackRock3,638,3420 00For
LSV ASSET MANAGEMENT3,346,3970 00For
GEODE CAPITAL MANAGEMENT, LLC3,102,6970 00For
Renaissance2,750,2880 00For
JACOBS LEVY EQUITY MANAGEMENT, INC2,629,8090 00For
JUPITER ASSET MANAGEMENT LTD1,978,0090 00For
APG Asset Management US Inc.1,964,3440 00For
Nuveen1,851,3730 00For
BRAIDWELL LP1,543,6820 00For
Kynam Capital Management, LP00 01,441,029Withhold
BROWN CAPITAL MANAGEMENT LLC01,418,332 00Against
Charles Schwab1,411,2650 00For
Northern Trust1,298,79594 00For
First Eagle Investment Management, LLC1,017,2250 00For
MELLON INVESTMENTS Corp927,9660 00For
Two Sigma919,3120 00For
NEW YORK STATE COMMON RETIREMENT FUND809,0020 00For
PRINCIPAL GLOBAL INVESTORS801,4050 00For
Vanguard653,9840 00For
EMERALD MUTUAL FUND ADVISERS TRUST644,1530 00For
Saturn V Capital Management LP528,8120 00For
Rafferty Asset Management, LLC480,3300 00For

Institutional-manager reports, all 215 managers: 60,849,759 for, 5,664,248 against, 1,441,029 withheld, 28,581 abstained, 2,989 not voted. Showing the 25 largest; see all in the interactive database.

11. 3. The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, based on…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

96% Approved · of votes cast

FOR 96%
FOR: 136,781,986AGAINST: 6,305,538
Details: description as filed, official tally, votes by 94 asset managers

Description as filed by funds: Ratification of the selection of Ernst & Young LLP as Ironwood Pharmaceuticals, Inc.'s independent registered public accounting firm for 2024.

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“3. The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, based on the following votes”): 136,781,986 for, 6,305,538 against — passed, per its Form 8-K filed June 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024, based on the following votes:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 94 asset managers below reported 72,666,663 for, 153,922 against, 34,334 abstained.

FOR
FOR: 72,666,663AGAINST: 153,922ABSTAIN: 34,334
Largest asset managers voting on “Ratification of the selection of Ernst & Young LLP as Ironwood Pharmaceuticals, Inc.'s independent registered ” at IRONWOOD PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Vanguard19,802,8740 00For
BlackRock16,293,9640 00For
State Street9,850,2431,477 00For
Pacer Funds Trust7,393,0120 00For
Fidelity3,523,9280 00For
TIAA1,846,5580 00For
Charles Schwab1,362,8790 00For
GLENMEDE FUND INC1,066,5220 00For
FIRST EAGLE FUNDS932,8930 00For
Brown Capital Management Mutual Funds770,3900 00For
Columbia Threadneedle610,9570 00For
Royce578,3120 00For
Direxion Shares ETF Trust480,3300 00For
World Funds Trust406,8010 00For
NORTHERN LIGHTS FUND TRUST II400,0000 00For
Principal378,7390 00For
Two Roads Shared Trust363,0470 00For
Equitable357,4170 00For
Invesco352,6440 00For
Nationwide350,7180 00For
FINANCIAL INVESTORS TRUST339,7050 00For
BRIDGEWAY FUNDS INC300,0000 00For
Jackson National297,9490 00For
Bridge Builder Trust295,0890 00For
SEI281,9940 00For

Showing the 25 largest of 94 asset managers. See all 94 in the interactive database.

Largest IRONWOOD PHARMACEUTICALS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 158,957,123 shares outstanding at the time of that meeting.

Fund voting reports: top IRONWOOD PHARMACEUTICALS INC. shareholders by shares voted on “Approval, by non-binding advisory vote, of the compensation paid to the named executive…”, 2023-2024
#Asset manager % of shares outstanding
1Vanguard 12.46%
2BlackRock 10.25%
3State Street 6.20%
4Pacer Funds Trust 4.65%
5Fidelity 2.22%
6TIAA 1.16%
7Charles Schwab 0.86%
8GLENMEDE FUND INC 0.67%
9FIRST EAGLE FUNDS 0.59%
10Brown Capital Management Mutual Funds 0.48%
Institutional-manager reports: top IRONWOOD PHARMACEUTICALS INC. shareholders by shares voted on “Approval, by non-binding advisory vote, of the compensation paid to the named executive…”, 2023-2024
#Asset manager % of shares outstanding
1State Street 7.92%
2Man Group plc 4.01%
3ARMISTICE CAPITAL, LLC 2.31%
4BlackRock 2.29%
5LSV ASSET MANAGEMENT 2.11%
6GEODE CAPITAL MANAGEMENT, LLC 1.95%
7Renaissance 1.73%
8JACOBS LEVY EQUITY MANAGEMENT, INC 1.65%
9JUPITER ASSET MANAGEMENT LTD 1.24%
10APG Asset Management US Inc. 1.24%

Reported IRONWOOD PHARMACEUTICALS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

IRONWOOD PHARMACEUTICALS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Alexander Denner, Ph.D. 10.39% DEF14A
Sarissa Capital Management LP 10.31% DEF14A
Vanguard Group 10.11% 13F
State Street 8.76% 13F
BlackRock 7.59% 13F
Renaissance Technologies 4.47% 13F
Geode Capital 1.98% 13F
Nuveen 1.16% 13F
Thomas McCourt 1.02% DEF14A
Citadel Advisors 0.98% 13F

Percentages above are of 158,957,123 shares outstanding, as reported by IRONWOOD PHARMACEUTICALS INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from IRONWOOD PHARMACEUTICALS INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At IRONWOOD PHARMACEUTICALS INC.'s shareholder meeting held June 18, 2024, in the 2023-2024 proxy season, 284 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 3,327 separate fund positions. On the most widely held item on that ballot — Approval, by non-binding advisory vote, of the compensation paid to the named executive… — IRONWOOD PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 94% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: IRONWOOD PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 21, 2024.

IRONWOOD PHARMACEUTICALS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.