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IRONWOOD PHARMACEUTICALS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and IRONWOOD PHARMACEUTICALS INC.’s Form 8-K, filed June 12, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 11Ballot items
  • 180Asset managers
  • 1,955Fund votes
  • June 10, 2025Meeting date

Results at a glance

Meeting of June 10, 2025: 11 items on IRONWOOD PHARMACEUTICALS INC.’s Form 8-K, filed June 12, 2025: 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 2024-2025 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 12, 2025 (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 10, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Mark Currie, Ph.D. 110,739,267---- 2,925,70417,527,704 97%Elected—
Elect Director: Alexander Denner, Ph.D. 108,426,760---- 5,238,21117,527,704 95%Elected—
Elect Director: Andrew Dreyfus 110,282,918---- 3,382,05317,527,704 97%Elected—
Elect Director: Jon Duane 109,604,574---- 4,060,39717,527,704 96%Elected—
Elect Director: Marla Kessler 110,720,078---- 2,944,89317,527,704 97%Elected—
Elect Director: Thomas McCourt 110,995,716---- 2,669,25517,527,704 98%Elected—
Elect Director: Julie McHugh 109,518,572---- 4,146,39917,527,704 96%Elected—
Elect Director: Catherine Moukheibir 110,936,589---- 2,728,38217,527,704 98%Elected—
Elect Director: Jay Shepard 111,094,136---- 2,570,83517,527,704 98%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 110,089,5763,511,07064,325 --17,527,704 97%Approved—
3. The selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025, based on the following votes 128,241,2102,621,956329,509 ---- 98%Approved—

Source: IRONWOOD PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 12, 2025 — read the filing on EDGAR.

How asset managers voted at the IRONWOOD PHARMACEUTICALS INC. 2024-2025 meeting

Each item below shows how the 180 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 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 108,426,760WITHHELD: 5,238,211
Details: description as filed, official tally, votes by 59 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 2026 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.”): 108,426,760 for, 5,238,211 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 36,147,981 for, 20,063 withheld.

FOR
FOR: 36,147,981WITHHOLD: 20,063
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

2. Elect Director: Andrew Dreyfus

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 110,282,918WITHHELD: 3,382,053
Details: description as filed, official tally, votes by 59 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 2026 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”): 110,282,918 for, 3,382,053 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 35,839,176 for, 6,863 withheld, 322,005 abstained.

FOR
FOR: 35,839,176ABSTAIN: 322,005WITHHOLD: 6,863
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust00 322,0050Abstain
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

3. Elect Director: Catherine Moukheibir

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 110,936,589WITHHELD: 2,728,382
Details: description as filed, official tally, votes by 59 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 2026 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”): 110,936,589 for, 2,728,382 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 36,017,194 for, 150,850 withheld.

FOR
FOR: 36,017,194WITHHOLD: 150,850
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable224,7670 0144,560Mixed
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

4. Elect Director: Jay Shepard

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 111,094,136WITHHELD: 2,570,835
Details: description as filed, official tally, votes by 59 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 2026 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”): 111,094,136 for, 2,570,835 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 36,161,754 for, 6,290 withheld.

FOR
FOR: 36,161,754WITHHOLD: 6,290
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

5. Elect Director: Jon Duane

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 109,604,574WITHHELD: 4,060,397
Details: description as filed, official tally, votes by 59 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 2026 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”): 109,604,574 for, 4,060,397 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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 59 asset managers below reported 35,825,403 for, 20,636 withheld, 322,005 abstained.

FOR
FOR: 35,825,403ABSTAIN: 322,005WITHHOLD: 20,636
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust00 322,0050Abstain
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

6. Elect Director: Julie McHugh

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 109,518,572WITHHELD: 4,146,399
Details: description as filed, official tally, votes by 59 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 2026 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”): 109,518,572 for, 4,146,399 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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 59 asset managers below reported 36,147,964 for, 20,080 withheld.

FOR
FOR: 36,147,964WITHHOLD: 20,080
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7420 017For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

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

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 110,739,267WITHHELD: 2,925,704
Details: description as filed, official tally, votes by 59 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 2026 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.”): 110,739,267 for, 2,925,704 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 35,839,176 for, 6,863 withheld, 322,005 abstained.

FOR
FOR: 35,839,176ABSTAIN: 322,005WITHHOLD: 6,863
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust00 322,0050Abstain
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

8. Elect Director: Marla Kessler

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 110,720,078WITHHELD: 2,944,893
Details: description as filed, official tally, votes by 59 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 2026 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”): 110,720,078 for, 2,944,893 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 97% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 35,839,176 for, 6,863 withheld, 322,005 abstained.

FOR
FOR: 35,839,176ABSTAIN: 322,005WITHHOLD: 6,863
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust00 322,0050Abstain
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

9. Elect Director: Thomas McCourt

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 110,995,716WITHHELD: 2,669,255
Details: description as filed, official tally, votes by 59 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 2026 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”): 110,995,716 for, 2,669,255 withheld, per its Form 8-K filed June 12, 2025 (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 2026 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: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 36,161,754 for, 6,290 withheld.

FOR
FOR: 36,161,754WITHHOLD: 6,290
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., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 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 7 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 110,089,576AGAINST: 3,511,070
Details: description as filed, official tally, votes by 180 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”): 110,089,576 for, 3,511,070 against — passed, per its Form 8-K filed June 12, 2025 (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: 97% 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: 59 asset managers voting on “APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust0322,005 00Against
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,7590 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Fund voting reports, all 59 managers: 35,839,176 for, 328,868 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 141 asset managers voting on “APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
ARMISTICE CAPITAL, LLC13,951,0790 00For
Sarissa Capital Management LP13,797,0280 00For
Renaissance7,655,5540 00For
Kynam Capital Management, LP00 05,650,928Withhold
BlackRock4,911,8635,337 00For
GEODE CAPITAL MANAGEMENT, LLC3,394,9210 00For
State Street2,990,9790 00For
Two Sigma2,885,4670 00For
Charles Schwab2,534,6950 00For
LSV ASSET MANAGEMENT2,131,9950 00For
AQR2,117,9400 00For
Federated Hermes2,109,6120 00For
BRAIDWELL LP1,679,0370 00For
Goldman Sachs1,598,7230 00For
JUPITER ASSET MANAGEMENT LTD1,544,0000 00For
Vanguard1,252,4650 00For
Connor, Clark & Lunn Investment Management Ltd.1,058,6440 00For
MARSHALL WACE, LLP1,053,0260 00For
JACOBS LEVY EQUITY MANAGEMENT, INC996,2650 00For
Northern Trust814,1470 00For
SEI706,7170 00For
Citadel662,2210 00For
DE Shaw621,0620 00For
Fidelity546,1470 00For
CALIFORNIA STATE TEACHERS RETIREMENT SYSTEM463,8520 00For

Institutional-manager reports, all 141 managers: 77,221,063 for, 730,677 against, 5,650,928 withheld, 1,522 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 2025, based on…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 2 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%
FOR: 128,241,210AGAINST: 2,621,956
Details: description as filed, official tally, votes by 59 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 2025.

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 2025, based on the following votes”): 128,241,210 for, 2,621,956 against — passed, per its Form 8-K filed June 12, 2025 (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 2025, based on the following votes:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 59 asset managers below reported 36,168,027 for, 17 against.

FOR
FOR: 36,168,027AGAINST: 17
Largest asset managers voting on “RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS IRONWOOD PHARMACEUTICALS, INC.'S INDEPENDENT REGISTERED ” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset managerForAgainst AbstainWithheldVote
Vanguard14,434,0410 00For
BlackRock6,325,2660 00For
Fidelity3,547,7880 00For
Charles Schwab2,534,6950 00For
Federated Hermes2,014,7900 00For
Pacer Funds Trust1,603,5630 00For
Royce709,1880 00For
SEI705,3200 00For
Equitable369,3270 00For
Amplify ETF Trust322,0050 00For
Bridge Builder Trust296,9290 00For
AQR262,5770 00For
QUANTITATIVE MASTER SERIES LLC244,1290 00For
Northern Lights Fund Trust IV231,8250 00For
ETF Series Solutions167,3660 00For
OPTIMUM FUND TRUST167,2000 00For
Goldman Sachs151,2280 00For
ADVISORS' INNER CIRCLE FUND145,1000 00For
Putnam139,2970 00For
State Street132,74217 00For
Invesco129,7110 00For
CLEARWATER INVESTMENT TRUST112,1340 00For
WisdomTree107,1680 00For
Lincoln Financial102,9720 00For
ETFis Series Trust I100,8510 00For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of June 18, 2024, which belongs to the 2023-2024 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.

Largest IRONWOOD PHARMACEUTICALS INC. shareholders voting in 2024-2025

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 161,809,432 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…”, 2024-2025
#Asset manager % of shares outstanding
1Vanguard 8.92%
2BlackRock 3.91%
3Fidelity 2.19%
4Charles Schwab 1.57%
5Federated Hermes 1.25%
6Pacer Funds Trust 0.99%
7Royce 0.44%
8SEI 0.44%
9Equitable 0.23%
10Amplify ETF Trust 0.20%
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…”, 2024-2025
#Asset manager % of shares outstanding
1ARMISTICE CAPITAL, LLC 8.62%
2Sarissa Capital Management LP 8.53%
3Renaissance 4.73%
4Kynam Capital Management, LP 3.49%
5BlackRock 3.04%
6GEODE CAPITAL MANAGEMENT, LLC 2.10%
7State Street 1.85%
8Two Sigma 1.78%
9Charles Schwab 1.57%
10LSV ASSET MANAGEMENT 1.32%

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 2024-2025 proxy season
Holder % outstanding Disclosure
Alexander Denner, Ph.D. 10.23% DEF14A
Sarissa Capital Management LP 10.13% DEF14A
Vanguard Group 9.70% 13F
Armistice Capital, LLC 9.29% 13G
BlackRock 7.34% 13F
Pacer US Small Cap Cash Cows ETF 7.24% 13G
BANK OF AMERICA CORP /DE/ 6.16% 13G
Renaissance Technologies 6.14% 13F
Millennium Management 3.93% 13F
STATE STREET CORPORATION 2.16% 13G

Percentages above are of 161,809,432 shares outstanding, as reported by IRONWOOD PHARMACEUTICALS INC. on its Form 10-Q dated March 31, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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, 2025. 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 10, 2025, in the 2024-2025 proxy season, 180 asset managers reported how they voted on 11 ballot items in their SEC Form N-PX filings, covering 1,955 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 97% 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 12, 2025.

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

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