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VERTEX PHARMACEUTICALS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and VERTEX PHARMACEUTICALS INC.’s Form 8-K, filed May 14, 2025 (Item 5.07 on EDGAR). Page generated October 25, 2026.

14Ballot items
1,171Asset managers
16,696Fund votes
May 14, 2025Meeting date

Results at a glance

Meeting of May 14, 2025: 14 items on VERTEX PHARMACEUTICALS INC.’s Form 8-K, filed May 14, 2025: 2 approved · 1 not approved · 11 without a stated outcome.

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

Official 2024-2025 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 14, 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.

VERTEX PHARMACEUTICALS INC. — official shareholder meeting results, meeting held May 14, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sangeeta Bhatia	224,220,115	1,944,293	77,828	--	10,235,401	99.1%	Not verified	—
Elect Director: Lloyd Carney	217,229,047	8,930,150	83,039	--	10,235,401	96%	Not verified	—
Elect Director: Alan Garber	222,204,608	3,955,764	81,864	--	10,235,401	98%	Not verified	—
Elect Director: Reshma Kewalramani	225,606,258	543,398	92,580	--	10,235,401	99.7%	Not verified	—
Elect Director: Michel Lagarde	223,304,043	2,856,080	82,113	--	10,235,401	99%	Not verified	—
Elect Director: Jeffrey Leiden	220,817,175	5,347,122	77,939	--	10,235,401	98%	Not verified	—
Elect Director: Diana McKenzie	224,648,137	1,516,174	77,925	--	10,235,401	99.3%	Not verified	—
Elect Director: Bruce Sachs	211,582,895	14,580,875	78,466	--	10,235,401	94%	Not verified	—
Elect Director: Jennifer Schneider	225,303,813	859,650	78,773	--	10,235,401	99.6%	Not verified	—
Elect Director: Nancy Thornberry	223,303,176	2,862,344	76,716	--	10,235,401	99%	Not verified	—
Elect Director: Suketu Upadhyay	224,313,828	1,839,542	88,866	--	10,235,401	99.1%	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, 2025:	229,386,037	6,859,300	232,300	--	0	97%	Approved	—
Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2024 compensation program for the Company's named executive officers:	208,886,386	17,048,300	307,550	--	10,235,401	92%	Approved	—
Proposal 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive golden parachutes:	84,117,100	141,606,344	518,792	--	10,235,401	37%	Not approved	—

Source: VERTEX PHARMACEUTICALS INC., Form 8-K, filed with the SEC on May 14, 2025 — read the filing on EDGAR.

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

Each item below shows how the 1,171 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 6 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 224,220,115AGAINST: 1,944,293

Details: description as filed, official tally, votes by 217 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”): 224,220,115 for, 1,944,293 against, per its Form 8-K filed May 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 217 asset managers below reported 120,675,045 for, 20,150 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,675,045AGAINST: 20,150ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Sangeeta Bhatia” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,316	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 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: 217,229,047AGAINST: 8,930,150

Details: description as filed, official tally, votes by 217 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”): 217,229,047 for, 8,930,150 against, per its Form 8-K filed May 14, 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: 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 217 asset managers below reported 117,395,530 for, 3,299,664 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 117,395,530AGAINST: 3,299,664ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Lloyd Carney” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,690,314	2	For
Fidelity	10,514,772	0	For
BlackRock	8,185,222	0	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	2,336	3,198,800	Against
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,601,535	0	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

3. Elect Director: Alan Garber

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: 222,204,608AGAINST: 3,955,764

Details: description as filed, official tally, votes by 217 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”): 222,204,608 for, 3,955,764 against, per its Form 8-K filed May 14, 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: 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 217 asset managers below reported 120,652,767 for, 42,427 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,652,767AGAINST: 42,427ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Alan Garber” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,690,315	1	For
Fidelity	10,514,772	0	For
BlackRock	8,185,222	0	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	3,201,136	0	For
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,601,535	0	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Showing the 25 largest of 217 asset managers. See all 217 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.

99.7% Majority: yes · of votes cast

FOR 99.7%

FOR: 225,606,258AGAINST: 543,398

Details: description as filed, official tally, votes by 217 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”): 225,606,258 for, 543,398 against, per its Form 8-K filed May 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 217 asset managers below reported 120,688,357 for, 6,836 against, 10,159 abstained, 1,636 not voted.

FOR

FOR: 120,688,357AGAINST: 6,836ABSTAIN: 10,159NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Reshma Kewalramani” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,316	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

5. Elect Director: Michel Lagarde

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 223,304,043AGAINST: 2,856,080

Details: description as filed, official tally, votes by 217 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”): 223,304,043 for, 2,856,080 against, per its Form 8-K filed May 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 217 asset managers below reported 120,688,181 for, 7,013 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,688,181AGAINST: 7,013ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Michel Lagarde” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,315	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

6. Elect Director: Jeffrey Leiden

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 220,817,175AGAINST: 5,347,122

Details: description as filed, official tally, votes by 217 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”): 220,817,175 for, 5,347,122 against, per its Form 8-K filed May 14, 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.

The 217 asset managers below reported 120,587,324 for, 107,870 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,587,324AGAINST: 107,870ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Jeffrey Leiden” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,690,315	1	For
Fidelity	10,514,772	0	For
BlackRock	8,185,222	0	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	3,201,106	30	For
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,601,535	0	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

7. Elect Director: Diana McKenzie

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.3% Majority: yes · of votes cast

FOR 99.3%

FOR: 224,648,137AGAINST: 1,516,174

Details: description as filed, official tally, votes by 217 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”): 224,648,137 for, 1,516,174 against, per its Form 8-K filed May 14, 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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.3% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 217 asset managers below reported 120,680,328 for, 14,866 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,680,328AGAINST: 14,866ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Diana McKenzie” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,316	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

8. Elect Director: Bruce Sachs

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 211,582,895AGAINST: 14,580,875

Details: description as filed, official tally, votes by 217 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”): 211,582,895 for, 14,580,875 against, per its Form 8-K filed May 14, 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: 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 217 asset managers below reported 120,329,520 for, 365,675 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,329,520AGAINST: 365,675ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Bruce Sachs” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,690,314	2	For
Fidelity	10,514,772	0	For
BlackRock	8,185,222	0	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	3,201,069	67	For
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,601,535	0	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

9. Elect Director: Jennifer Schneider

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: 225,303,813AGAINST: 859,650

Details: description as filed, official tally, votes by 217 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”): 225,303,813 for, 859,650 against, per its Form 8-K filed May 14, 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: 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 217 asset managers below reported 120,669,899 for, 25,295 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,669,899AGAINST: 25,295ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Jennifer Schneider” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,316	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

10. Elect Director: Nancy Thornberry

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%

FOR: 223,303,176AGAINST: 2,862,344

Details: description as filed, official tally, votes by 217 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”): 223,303,176 for, 2,862,344 against, per its Form 8-K filed May 14, 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.

The 217 asset managers below reported 120,686,978 for, 8,216 against, 10,158 abstained, 1,636 not voted.

FOR

FOR: 120,686,978AGAINST: 8,216ABSTAIN: 10,158NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Nancy Thornberry” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,315	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

11. Elect Director: Suketu Upadhyay

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

99.1% Majority: yes · of votes cast

FOR 99.1%

FOR: 224,313,828AGAINST: 1,839,542

Details: description as filed, official tally, votes by 217 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”): 224,313,828 for, 1,839,542 against, per its Form 8-K filed May 14, 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.

The 217 asset managers below reported 120,680,913 for, 14,280 against, 10,159 abstained, 1,636 not voted.

FOR

FOR: 120,680,913AGAINST: 14,280ABSTAIN: 10,159NOT VOTED: 1,636

Largest asset managers voting on “Election of Directors: Suketu Upadhyay” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Capital Group	33,698,770	For
Vanguard	26,690,316	For
Fidelity	10,514,772	For
BlackRock	8,185,222	For
INVESTMENT CO OF AMERICA	3,904,210	For
State Street	3,201,136	For
AMCAP FUND	2,869,412	For
JPMorgan	2,714,498	For
Charles Schwab	1,688,811	For
T. Rowe Price	1,601,535	For
JANUS INVESTMENT FUND	1,505,947	For
Victory Capital	1,477,174	For
ADVISORS' INNER CIRCLE FUND	1,425,730	For
Parnassus	1,409,351	For
Columbia Threadneedle	1,305,918	For
NEW ECONOMY FUND	1,282,974	For
MFS	1,263,931	For
Prudential/PGIM	1,104,893	For
Loomis Sayles	978,540	For
TIAA	957,547	For
HARBOR FUNDS	954,159	For
AB LARGE CAP GROWTH FUND INC	644,174	For
Legg Mason	589,937	For
Invesco	569,685	For
Hartford	553,726	For

Showing the 25 largest of 217 asset managers. See all 217 in the interactive database.

12. Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2024 compensation…

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

Combines 26 wordings of this item as funds reported it.

92% Approved · of votes cast

FOR 92%

FOR: 208,886,386AGAINST: 17,048,300

Details: description as filed, official tally, votes by 1,145 asset managers

Description as filed by funds: Advisory vote to approve named executive officer 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 2024 compensation program for the Company's named executive officers:”): 208,886,386 for, 17,048,300 against — passed, per its Form 8-K filed May 14, 2025 (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 2024 compensation program for the Company's named executive officers:”
Support: 92% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of VERTEX PHARMACEUTICALS INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Section 14a Executive Compensation” (19 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Compensation” (3 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Say on pay” (2 managers, 788 for).

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: 209 asset managers voting on “Advisory vote to approve named executive officer compensation.” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,687,156	3,160	For
Fidelity	10,514,772	0	For
BlackRock	8,181,110	4,112	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	3,200,513	623	For
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,591,036	10,499	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Fund voting reports, all 209 managers: 119,832,354 for, 728,766 against, 10,175 abstained, 1,636 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 976 asset managers voting on “Advisory vote to approve named executive officer compensation.” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	29,398,275	56	For
Capital Research Global Investors	14,530,608	0	For
State Street	7,426,514	623	For
Fidelity	7,001,515	0	For
JPMorgan	6,320,512	0	For
GEODE CAPITAL MANAGEMENT, LLC	5,682,808	0	For
Wellington	5,258,183	0	For
JENNISON ASSOCIATES LLC	4,332,984	5,224	For
AllianceBernstein	3,768,337	0	For
T. Rowe Price	3,196,220	30,591	For
Loomis Sayles	3,034,588	107,618	For
Janus Henderson	2,572,318	0	For
MASSACHUSETTS FINANCIAL SERVICES CO /MA/	2,350,405	0	For
Northern Trust	2,251,976	0	For
Charles Schwab	1,726,239	0	For
Amundi	0	1,685,423	Against
Clearbridge Investments, LLC	1,618,781	0	For
Vanguard	1,599,171	0	For
Invesco	1,575,374	0	For
Parnassus	1,568,102	0	For
UBS	0	1,348,803	Against
MELLON INVESTMENTS Corp	0	1,311,327	Against
Union Investment Management GmbH	0	1,260,519	Against
EDGEWOOD MANAGEMENT LLC	1,185,596	0	For
Legal & General Investment Management Ltd	33,710	1,146,626	Against

Institutional-manager reports, all 976 managers: 134,334,194 for, 15,055,974 against, 179,756 abstained, 25,958 not voted, 56 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 resultAUDIT-RELATEDReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%

FOR: 229,386,037AGAINST: 6,859,300

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

Description as filed by funds: Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending December 31, 2025.

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, 2025:”): 229,386,037 for, 6,859,300 against — passed, per its Form 8-K filed May 14, 2025 (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, 2025:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 223 asset managers below reported 120,554,106 for, 155,889 against, 13,362 abstained, 1,636 not voted.

FOR

FOR: 120,554,106AGAINST: 155,889ABSTAIN: 13,362NOT VOTED: 1,636

Largest asset managers voting on “Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending Decembe” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	33,698,770	0	For
Vanguard	26,687,866	2,450	For
Fidelity	10,514,772	0	For
BlackRock	8,185,222	0	For
INVESTMENT CO OF AMERICA	3,904,210	0	For
State Street	3,201,069	67	For
AMCAP FUND	2,869,412	0	For
JPMorgan	2,714,498	0	For
Charles Schwab	1,688,811	0	For
T. Rowe Price	1,601,535	0	For
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	1,425,730	0	For
Parnassus	1,409,351	0	For
Columbia Threadneedle	1,305,918	0	For
NEW ECONOMY FUND	1,282,974	0	For
MFS	1,263,931	0	For
Prudential/PGIM	1,104,893	0	For
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

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

14. Proposal 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive…

Official resultCOMPENSATIONReported outcome: Not approved

Combines 10 wordings of this item as funds reported it.

37% Not approved · of votes cast

FOR 37%AGAINST

FOR: 84,117,100AGAINST: 141,606,344

Details: description as filed, official tally, votes by 252 asset managers

Description as filed by funds: Shareholder proposal, if properly presented at the meeting, regarding excessive golden parachutes.

VERTEX PHARMACEUTICALS INC.’s own tally for this item (“Proposal 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive golden parachutes:”): 84,117,100 for, 141,606,344 against — failed, per its Form 8-K filed May 14, 2025 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal No. 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive golden parachutes:”
Support: 37% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 252 asset managers below reported 21,953,464 for, 98,540,815 against, 10,224 abstained, 1,636 not voted, 50 unknown.

FORAGAINST

FOR: 21,953,464AGAINST: 98,540,815ABSTAIN: 10,224NOT VOTED: 1,636UNKNOWN: 50

Largest asset managers voting on “Shareholder proposal, if properly presented at the meeting, regarding excessive golden parachutes.” at VERTEX PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Capital Group	0	33,698,770	Against
Vanguard	4,265,261	22,425,055	Mixed
Fidelity	122,064	10,392,708	Against
BlackRock	18,816	8,166,406	Against
INVESTMENT CO OF AMERICA	0	3,904,210	Against
State Street	1,808	3,199,328	Against
AMCAP FUND	0	2,869,412	Against
JPMorgan	0	2,714,498	Against
Charles Schwab	0	1,688,811	Against
T. Rowe Price	0	1,601,535	Against
JANUS INVESTMENT FUND	1,505,947	0	For
Victory Capital	1,477,174	0	For
ADVISORS' INNER CIRCLE FUND	0	1,425,730	Against
Parnassus	1,409,351	0	For
Columbia Threadneedle	0	1,305,918	Against
NEW ECONOMY FUND	0	1,282,974	Against
MFS	0	1,263,931	Against
Prudential/PGIM	1,034,070	74,131	Mixed
Loomis Sayles	978,540	0	For
TIAA	957,547	0	For
HARBOR FUNDS	954,159	0	For
AB LARGE CAP GROWTH FUND INC	644,174	0	For
Legg Mason	589,937	0	For
Invesco	569,685	0	For
Hartford	553,726	0	For

Showing the 25 largest of 252 asset managers. See all 252 in the interactive database.

Not shown here: this season’s fund filings also report 1 item from the meeting of May 15, 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 VERTEX 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 256,967,767 shares outstanding at the time of that meeting.

Fund voting reports: top VERTEX PHARMACEUTICALS INC. shareholders by shares voted on “Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Capital Group	13.11%
2	Vanguard	10.39%
3	Fidelity	4.09%
4	BlackRock	3.19%
5	INVESTMENT CO OF AMERICA	1.52%
6	State Street	1.25%
7	AMCAP FUND	1.12%
8	JPMorgan	1.06%
9	Charles Schwab	0.66%
10	T. Rowe Price	0.62%

Institutional-manager reports: top VERTEX PHARMACEUTICALS INC. shareholders by shares voted on “Advisory vote to approve named executive officer compensation.”, 2024-2025
#	Asset manager	% of shares outstanding
1	Capital Group	11.44%
2	Capital Research Global Investors	5.65%
3	State Street	2.89%
4	Fidelity	2.72%
5	JPMorgan	2.46%
6	GEODE CAPITAL MANAGEMENT, LLC	2.21%
7	Wellington	2.05%
8	JENNISON ASSOCIATES LLC	1.69%
9	AllianceBernstein	1.47%
10	T. Rowe Price	1.26%

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 2024-2025 proxy season
Holder	% outstanding	Disclosure
Capital World Investors	10.00%	13G
The Vanguard Group	8.67%	DEF14A
BlackRock	8.48%	13F
Capital Research Global Investors	8.23%	13G
State Street	4.59%	13F
JPMorgan Chase	3.02%	13F
FMR (Fidelity)	3.01%	13F
Wellington Management	2.12%	13F
Norges Bank	1.35%	13F
Morgan Stanley	1.33%	13F

Percentages above are of 256,967,767 shares outstanding, as reported by VERTEX 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 VERTEX PHARMACEUTICALS INC.’s 10-Q dated March 31, 2025. This page is a static snapshot rebuilt weekly on October 25, 2026; a live search always shows the current data.

At VERTEX PHARMACEUTICALS INC.'s shareholder meeting held May 14, 2025, in the 2024-2025 proxy season, 1,171 asset managers reported how they voted on 14 ballot items in their SEC Form N-PX filings, covering 16,696 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve named executive officer compensation. — VERTEX PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 92% 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 14, 2025.

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

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