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VERTEX PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and VERTEX PHARMACEUTICALS INC.’s Form 8-K, filed May 15, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

15Ballot items
1,128Asset managers
20,108Fund votes
May 15, 2024Meeting date

Results at a glance

Meeting of May 15, 2024: 15 items on VERTEX PHARMACEUTICALS INC.’s Form 8-K, filed May 15, 2024: 3 approved · 1 not approved · 11 without a stated outcome.

Material dissent

Proposal 4: Based upon the following votes, the shareholders approved a shareholder proposal regarding a special shareholder meeting… 72% of votes cast Approved Shareholder proposal won a majority

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 VERTEX PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

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

These tallies are VERTEX PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 15, 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.

VERTEX PHARMACEUTICALS INC. — official shareholder meeting results, meeting held May 15, 2024
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sangeeta Bhatia	221,206,626	808,512	182,981	--	11,540,149	99.6%	Not verified	—
Elect Director: Lloyd Carney	213,533,037	8,478,558	186,524	--	11,540,149	96%	Not verified	—
Elect Director: Alan Garber	220,695,587	1,315,689	186,843	--	11,540,149	99.4%	Not verified	—
Elect Director: Reshma Kewalramani	221,328,875	695,546	173,698	--	11,540,149	99.6%	Not verified	—
Elect Director: Michel Lagarde	221,776,280	234,937	186,902	--	11,540,149	99.8%	Not verified	—
Elect Director: Jeffrey Leiden	217,823,643	4,195,522	178,954	--	11,540,149	98%	Not verified	—
Elect Director: Diana McKenzie	218,220,365	3,797,695	180,059	--	11,540,149	98%	Not verified	—
Elect Director: Bruce Sachs	207,616,033	14,397,759	184,327	--	11,540,149	94%	Not verified	—
Elect Director: Jennifer Schneider	221,774,054	240,910	183,155	--	11,540,149	99.8%	Not verified	—
Elect Director: Nancy Thornberry	221,772,658	241,378	184,083	--	11,540,149	99.8%	Not verified	—
Elect Director: Suketu Upadhyay	221,237,300	770,815	190,004	--	11,540,149	99.6%	Not verified	—
Proposal 2: Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:	229,460,523	3,987,619	290,126	--	0	98%	Approved	—
Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2023 compensation program for the Company's named executive officers:	202,098,575	19,223,784	875,760	--	11,540,149	91%	Approved	—
Proposal 4: Based upon the following votes, the shareholders approved a shareholder proposal regarding a special shareholder meeting improvement:	160,438,357	61,494,550	265,212	--	11,540,149	72%	Approved	—
Proposal 5: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding a report on racial and gender pay gaps:	63,865,687	157,637,997	694,435	--	11,540,149	29%	Not approved	—

Source: VERTEX PHARMACEUTICALS INC., Form 8-K, filed with the SEC on May 15, 2024 — read the filing on EDGAR.

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

Each item below shows how the 1,128 asset managers that disclosed a VERTEX 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: Sangeeta Bhatia

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 221,206,626AGAINST: 808,512

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Sangeeta Bhatia

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Sangeeta Bhatia”): 221,206,626 for, 808,512 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.6% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 113,834,262 for, 17,877 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,834,262AGAINST: 17,877ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Sangeeta Bhatia” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

2. Elect Director: Lloyd Carney

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 213,533,037AGAINST: 8,478,558

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Lloyd Carney

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Lloyd Carney”): 213,533,037 for, 8,478,558 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 110,509,773 for, 3,342,434 against, 44,898 abstained, 33 not voted.

FOR

FOR: 110,509,773AGAINST: 3,342,434ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Lloyd Carney” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	22,006,289	2,391,065	Mixed
Fidelity	13,026,393	19,231	For
BlackRock	8,843,048	0	For
JPMorgan	4,396,347	0	For
State Street	3,012,600	0	For
T. Rowe Price	2,295,656	0	For
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,728,087	0	For
Invesco	1,589,208	0	For
Charles Schwab	1,526,342	0	For
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	1,265,327	0	For
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	1,013,516	0	For
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	712,218	0	For
American Century	611,130	0	For
PIONEER FUND /MA/	607,746	0	For
Hartford	148	589,685	Against

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

3. Elect Director: Alan Garber

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%

FOR: 220,695,587AGAINST: 1,315,689

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Alan Garber

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Alan Garber”): 220,695,587 for, 1,315,689 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 113,845,227 for, 7,065 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,845,227AGAINST: 7,065ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Alan Garber” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

4. Elect Director: Reshma Kewalramani

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 221,328,875AGAINST: 695,546

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Reshma Kewalramani

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Reshma Kewalramani”): 221,328,875 for, 695,546 against, per its Form 8-K filed May 15, 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.

The 223 asset managers below reported 113,846,911 for, 7,030 against, 44,897 abstained, 33 not voted.

FOR

FOR: 113,846,911AGAINST: 7,030ABSTAIN: 44,897NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Reshma Kewalramani” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

5. Elect Director: Michel Lagarde

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 221,776,280AGAINST: 234,937

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Michel Lagarde

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Michel Lagarde”): 221,776,280 for, 234,937 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 113,846,945 for, 7,029 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,846,945AGAINST: 7,029ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Michel Lagarde” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

6. Elect Director: Jeffrey Leiden

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 217,823,643AGAINST: 4,195,522

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Jeffrey Leiden

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jeffrey Leiden”): 217,823,643 for, 4,195,522 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 113,792,574 for, 61,452 against, 44,897 abstained, 33 not voted.

FOR

FOR: 113,792,574AGAINST: 61,452ABSTAIN: 44,897NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Jeffrey Leiden” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	24,397,207	147	For
Fidelity	13,045,624	0	For
BlackRock	8,843,048	0	For
JPMorgan	4,396,347	0	For
State Street	3,012,575	25	For
T. Rowe Price	2,295,656	0	For
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,728,087	0	For
Invesco	1,589,208	0	For
Charles Schwab	1,526,342	0	For
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	1,265,327	0	For
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	1,013,516	0	For
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	712,218	0	For
American Century	611,130	0	For
PIONEER FUND /MA/	607,746	0	For
Hartford	589,833	0	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

7. Elect Director: Diana McKenzie

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 218,220,365AGAINST: 3,797,695

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Diana McKenzie

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Diana McKenzie”): 218,220,365 for, 3,797,695 against, per its Form 8-K filed May 15, 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.

The 223 asset managers below reported 113,836,061 for, 17,982 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,836,061AGAINST: 17,982ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Diana McKenzie” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

8. Elect Director: Bruce Sachs

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 207,616,033AGAINST: 14,397,759

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Bruce Sachs

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Bruce Sachs”): 207,616,033 for, 14,397,759 against, per its Form 8-K filed May 15, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 113,237,591 for, 616,368 against, 44,898 abstained, 33 not voted, 100 unknown.

FOR

FOR: 113,237,591AGAINST: 616,368ABSTAIN: 44,898UNKNOWN: 100NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Bruce Sachs” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	24,397,354	0	For
Fidelity	13,045,624	0	For
BlackRock	8,843,048	0	For
JPMorgan	4,396,347	0	For
State Street	3,012,499	101	For
T. Rowe Price	2,295,656	0	For
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,728,087	0	For
Invesco	1,589,208	0	For
Charles Schwab	1,526,342	0	For
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	1,265,327	0	For
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	1,013,516	0	For
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	712,218	0	For
American Century	611,130	0	For
PIONEER FUND /MA/	607,746	0	For
Hartford	589,833	0	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

9. Elect Director: Jennifer Schneider

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 221,774,054AGAINST: 240,910

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Jennifer Schneider

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jennifer Schneider”): 221,774,054 for, 240,910 against, per its Form 8-K filed May 15, 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.

The 223 asset managers below reported 113,846,980 for, 7,029 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,846,980AGAINST: 7,029ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Jennifer Schneider” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

10. Elect Director: Nancy Thornberry

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.8% Majority: yes · of votes cast

FOR 99.8%

FOR: 221,772,658AGAINST: 241,378

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Nancy Thornberry

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Nancy Thornberry”): 221,772,658 for, 241,378 against, per its Form 8-K filed May 15, 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.

The 223 asset managers below reported 113,845,144 for, 7,029 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,845,144AGAINST: 7,029ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Nancy Thornberry” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

11. Elect Director: Suketu Upadhyay

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 4 wordings of this item as funds reported it.

99.6% Majority: yes · of votes cast

FOR 99.6%

FOR: 221,237,300AGAINST: 770,815

Details: description as filed, official tally, votes by 223 asset managers

Description as filed by funds: Election of Directors: Suketu Upadhyay

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Suketu Upadhyay”): 221,237,300 for, 770,815 against, per its Form 8-K filed May 15, 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.

The 223 asset managers below reported 113,845,087 for, 7,034 against, 44,898 abstained, 33 not voted.

FOR

FOR: 113,845,087AGAINST: 7,034ABSTAIN: 44,898NOT VOTED: 33

Largest asset managers voting on “Election of Directors: Suketu Upadhyay” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
Capital Group	26,513,674	For
Vanguard	24,397,354	For
Fidelity	13,045,624	For
BlackRock	8,843,048	For
JPMorgan	4,396,347	For
State Street	3,012,600	For
T. Rowe Price	2,295,656	For
MFS	1,867,336	For
AB LARGE CAP GROWTH FUND INC	1,759,487	For
JANUS INVESTMENT FUND	1,728,087	For
Invesco	1,589,208	For
Charles Schwab	1,526,342	For
INVESTMENT CO OF AMERICA	1,455,066	For
Prudential/PGIM	1,265,327	For
Columbia Threadneedle	1,117,183	For
HARBOR FUNDS	1,013,516	For
NEW ECONOMY FUND	994,250	For
Legg Mason	852,587	For
Loomis Sayles	827,167	For
TIAA	816,903	For
AMCAP FUND	798,032	For
Jackson National	712,218	For
American Century	611,130	For
PIONEER FUND /MA/	607,746	For
Hartford	589,833	For

Showing the 25 largest of 223 asset managers. See all 223 in the interactive database.

12. Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2023 compensation…

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

Combines 28 wordings of this item as funds reported it.

91% Approved · of votes cast

FOR 91%

FOR: 202,098,575AGAINST: 19,223,784

Details: description as filed, official tally, votes by 1,123 asset managers

Description as filed by funds: Advisory vote to approve named executive office compensation.

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2023 compensation program for the Company's named executive officers:”): 202,098,575 for, 19,223,784 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3 : Based upon the following votes, the shareholders approved, on an advisory basis, the 2023 compensation program for the Company's named executive officers:”
Support: 91% 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: 213 asset managers voting on “Advisory vote to approve named executive office compensation.” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	24,397,354	0	For
Fidelity	13,045,624	0	For
BlackRock	8,843,048	0	For
JPMorgan	4,396,347	0	For
State Street	3,012,600	0	For
T. Rowe Price	2,281,457	14,199	For
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,728,087	0	For
Invesco	1,589,208	0	For
Charles Schwab	1,526,342	0	For
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	1,265,327	0	For
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	1,013,516	0	For
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	288,288	423,930	Mixed
American Century	341,542	269,588	Mixed
PIONEER FUND /MA/	607,746	0	For
Hartford	589,685	148	For

Fund voting reports, all 213 managers: 113,149,075 for, 1,186,810 against, 44,938 abstained, 33 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 946 asset managers voting on “Advisory vote to approve named executive office compensation.” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	19,205,493	0	For
Strategic Global Advisors, LLC	15,000,000	0	For
Capital Research Global Investors	11,994,183	0	For
Fidelity	9,893,219	0	For
BlackRock	9,325,101	1,073	For
State Street	7,724,394	0	For
AllianceBernstein	6,761,308	0	For
GEODE CAPITAL MANAGEMENT, LLC	5,783,458	0	For
JPMorgan	5,146,227	0	For
T. Rowe Price	4,651,060	35,219	For
JENNISON ASSOCIATES LLC	4,356,436	0	For
Wellington	4,189,872	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	3,338,796	0	For
New York Life	3,000,000	0	For
Janus Henderson	2,615,016	0	For
Northern Trust	2,494,761	18,445	For
Clearbridge Investments, LLC	2,332,555	0	For
Invesco	1,873,609	0	For
Amundi	0	1,744,641	Against
UBS	0	1,698,691	Against
Charles Schwab	1,562,559	0	For
MELLON INVESTMENTS Corp	0	1,546,008	Against
Legal & General Investment Management Ltd	0	1,456,953	Against
CALIFORNIA PUBLIC EMPLOYEES RETIREMENT SYSTEM	0	1,336,211	Against
AMUNDI ASSET MANAGEMENT US, INC.	1,293,014	0	For

Institutional-manager reports, all 946 managers: 154,769,926 for, 14,611,456 against, 179 withheld, 240,436 abstained, 7,631 not voted, 1,676 unknown. Showing the 25 largest; see all in the interactive database.

13. Proposal 2: Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the…

Official result Fund totals may overlapAUDIT-RELATEDReported outcome: Approved

Combines 9 wordings of this item as funds reported it.

98% Approved · of votes cast

FOR 98%

FOR: 229,460,523AGAINST: 3,987,619

Details: description as filed, official tally, votes by 226 asset managers

Description as filed by funds: Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending December 31, 2024.

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Proposal 2: Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:”): 229,460,523 for, 3,987,619 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 : Based upon the following votes, the shareholders ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports: 212 asset managers voting on “Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending Decembe” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	24,397,354	0	For
Fidelity	13,045,624	0	For
BlackRock	8,843,048	0	For
JPMorgan	4,396,347	0	For
State Street	3,012,499	101	For
T. Rowe Price	2,295,656	0	For
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,728,087	0	For
Invesco	1,589,208	0	For
Charles Schwab	1,526,342	0	For
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	1,265,327	0	For
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	1,013,516	0	For
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	712,218	0	For
American Century	611,130	0	For
PIONEER FUND /MA/	607,746	0	For
Hartford	589,833	0	For

Fund voting reports, all 212 managers: 113,817,358 for, 24,301 against, 47,699 abstained, 33 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 13 asset managers voting on “Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending Decembe” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Vote
RWC Asset Management LLP	3,931,547	For
Decatur Capital Management, Inc.	5,192	For
TEALWOOD ASSET MANAGEMENT INC	2,789	For
Williamson Legacy Group, LLC	2,247	For
HOWLAND CAPITAL MANAGEMENT LLC	973	For
MARCO INVESTMENT MANAGEMENT LLC	261	For
Warren Street Wealth Advisors, LLC	205	For
Berkeley Capital Partners, LLC	171	For
Renaissance Investment Group LLC	0	--
ZIMMERMANN INVESTMENT MANAGEMENT & PLANNING LLC	99	For
Boltwood Capital Management	90	For
HARBOUR INVESTMENT MANAGEMENT LLC	50	For
Evernest Financial Advisors, LLC	17	For

Institutional-manager reports, all 13 managers: 3,943,641 for, 100 unknown.

14. Proposal 5: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding a report…

Official resultDIVERSITY, EQUITY, AND INCLUSIONReported outcome: Not approved

Combines 8 wordings of this item as funds reported it.

29% Not approved · of votes cast

FOR 29%AGAINST

FOR: 63,865,687AGAINST: 157,637,997

Details: description as filed, official tally, votes by 230 asset managers

Description as filed by funds: Shareholder proposal, if properly presented at the meeting, regarding a report on racial and gender pay gaps.

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Proposal 5: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding a report on racial and gender pay gaps:”): 63,865,687 for, 157,637,997 against — failed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal No. 5: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding a report on racial and gender pay gaps:”
Support: 29% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 230 asset managers below reported 9,460,516 for, 104,089,679 against, 480,900 abstained, 33 not voted.

AGAINST

FOR: 9,460,516AGAINST: 104,089,679ABSTAIN: 480,900NOT VOTED: 33

Largest asset managers voting on “Shareholder proposal, if properly presented at the meeting, regarding a report on racial and gender pay gaps.” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	0	26,513,674	Against
Vanguard	2,047	24,395,307	Against
Fidelity	4,438	13,041,186	Against
BlackRock	3,926	8,839,122	Against
JPMorgan	8,380	4,387,967	Against
State Street	987	3,011,613	Against
T. Rowe Price	0	2,295,656	Against
MFS	0	1,867,336	Against
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,497,107	230,980	Mixed
Invesco	0	1,589,208	Against
Charles Schwab	0	1,526,342	Against
INVESTMENT CO OF AMERICA	0	1,455,066	Against
Prudential/PGIM	0	1,265,327	Against
Columbia Threadneedle	736,528	380,655	Mixed
HARBOR FUNDS	0	1,013,516	Against
NEW ECONOMY FUND	0	994,250	Against
Legg Mason	852,587	0	For
Loomis Sayles	0	827,167	Against
TIAA	816,903	0	For
AMCAP FUND	0	798,032	Against
Jackson National	11,836	700,382	Against
American Century	0	611,130	Against
PIONEER FUND /MA/	0	607,746	Against
Hartford	148	589,685	Against

Showing the 25 largest of 230 asset managers. See all 230 in the interactive database.

15. Proposal 4: Based upon the following votes, the shareholders approved a shareholder proposal regarding a special…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

72% Approved · of votes cast

FOR 72%AGAINST

FOR: 160,438,357AGAINST: 61,494,550

Details: description as filed, official tally, votes by 216 asset managers

Description as filed by funds: Shareholder proposal, if properly presented at the meeting, regarding special shareholder meeting improvement.

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Proposal 4: Based upon the following votes, the shareholders approved a shareholder proposal regarding a special shareholder meeting improvement:”): 160,438,357 for, 61,494,550 against — passed, per its Form 8-K filed May 15, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4: Based upon the following votes, the shareholders approved a shareholder proposal regarding a special shareholder meeting improvement:”
Support: 72% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 216 asset managers below reported 76,599,287 for, 27,888,972 against, 66,619 abstained, 33 not voted.

FORAGAINST

FOR: 76,599,287AGAINST: 27,888,972ABSTAIN: 66,619NOT VOTED: 33

Largest asset managers voting on “Shareholder proposal, if properly presented at the meeting, regarding special shareholder meeting improvement.” at VERTEX PHARMACEUTICALS INC., 2023-2024
Asset manager	For	Against	Vote
Capital Group	26,513,674	0	For
Vanguard	23,916,906	480,447	For
Fidelity	146,727	12,898,897	Against
JPMorgan	0	4,396,347	Against
State Street	3,012,021	579	For
T. Rowe Price	14,199	2,281,457	Against
MFS	1,867,336	0	For
AB LARGE CAP GROWTH FUND INC	1,759,487	0	For
JANUS INVESTMENT FUND	1,497,107	230,980	Mixed
Invesco	0	1,589,208	Against
Charles Schwab	0	1,526,342	Against
INVESTMENT CO OF AMERICA	1,455,066	0	For
Prudential/PGIM	173,762	1,091,565	Mixed
Columbia Threadneedle	1,117,183	0	For
HARBOR FUNDS	0	1,013,516	Against
NEW ECONOMY FUND	994,250	0	For
Legg Mason	852,587	0	For
Loomis Sayles	827,167	0	For
TIAA	816,903	0	For
AMCAP FUND	798,032	0	For
Jackson National	484,422	227,796	Mixed
American Century	611,130	0	For
PIONEER FUND /MA/	607,746	0	For
Hartford	589,833	0	For
Victory Capital	523,753	0	For

Showing the 25 largest of 216 asset managers. See all 216 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 14, 2025, which belongs to the 2024-2025 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 VERTEX 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 258,296,249 shares outstanding at the time of that meeting.

Fund voting reports: top VERTEX PHARMACEUTICALS INC. shareholders by shares voted on “Advisory vote to approve named executive office compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Capital Group	10.26%
2	Vanguard	9.45%
3	Fidelity	5.05%
4	BlackRock	3.42%
5	JPMorgan	1.70%
6	State Street	1.17%
7	T. Rowe Price	0.89%
8	MFS	0.72%
9	AB LARGE CAP GROWTH FUND INC	0.68%
10	JANUS INVESTMENT FUND	0.67%

Institutional-manager reports: top VERTEX PHARMACEUTICALS INC. shareholders by shares voted on “Advisory vote to approve named executive office compensation.”, 2023-2024
#	Asset manager	% of shares outstanding
1	Capital Group	7.44%
2	Strategic Global Advisors, LLC	5.81%
3	Capital Research Global Investors	4.64%
4	Fidelity	3.83%
5	BlackRock	3.61%
6	State Street	2.99%
7	AllianceBernstein	2.62%
8	GEODE CAPITAL MANAGEMENT, LLC	2.24%
9	JPMorgan	1.99%
10	T. Rowe Price	1.81%

Reported VERTEX 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.

VERTEX PHARMACEUTICALS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder	% outstanding	Disclosure
Vanguard Group	9.38%	13F
BlackRock	8.62%	13F
Capital World Investors	8.55%	DEF14A
FMR LLC	5.03%	DEF14A
State Street	4.65%	13F
JPMorgan Chase	2.49%	13F
Geode Capital	2.25%	13F
Wellington Management	1.76%	13F
T. Rowe Price	1.74%	13F
FMR (Fidelity)	1.28%	13F

Percentages above are of 258,296,249 shares outstanding, as reported by VERTEX 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 VERTEX 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 VERTEX PHARMACEUTICALS INC.'s shareholder meeting held May 15, 2024, in the 2023-2024 proxy season, 1,128 asset managers reported how they voted on 15 ballot items in their SEC Form N-PX filings, covering 20,108 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve named executive office compensation. — VERTEX PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 91% 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: VERTEX PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 15, 2024.

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

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