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Vertex Pharmaceuticals Incorporated 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings and Vertex Pharmaceuticals Incorporated’s Form 8-K, filed May 13, 2026 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 15Reported items
  • 1,181Asset managers
  • 17,619Fund votes
  • May 13, 2026Meeting date

Results at a glance

Meeting of May 13, 2026: 14 items on Vertex Pharmaceuticals Incorporated’s Form 8-K, filed May 13, 2026: 4 approved · 10 without a stated outcome.

Material dissent

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 Incorporated in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Vertex Pharmaceuticals Incorporated

These tallies are Vertex Pharmaceuticals Incorporated’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed May 13, 2026 (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 Incorporated — official shareholder meeting results, meeting held May 13, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Sangeeta Bhatia 221,280,1731,624,14193,322 --10,337,217 99.2%Not verified—
Elect Director: Lloyd Carney 213,048,5509,855,36993,717 --10,337,217 96%Not verified—
Elect Director: Alan Garber 219,396,4523,506,60494,580 --10,337,217 98%Not verified—
Elect Director: Reshma Kewalramani 221,911,160999,30687,170 --10,337,217 99.5%Not verified—
Elect Director: Michel Lagarde 220,336,3432,566,48594,808 --10,337,217 99%Not verified—
Elect Director: Jeffrey Leiden 220,333,7632,576,63887,235 --10,337,217 99%Not verified—
Elect Director: Diana McKenzie 221,316,5901,590,04790,999 --10,337,217 99.2%Not verified—
Elect Director: Bruce Sachs 209,717,81513,186,26593,556 --10,337,217 94%Not verified—
Elect Director: Jennifer Schneider 221,301,6701,602,68693,280 --10,337,217 99.2%Not verified—
Elect Director: Nancy Thornberry 220,320,9922,583,89592,749 --10,337,217 99%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, 2026: 223,514,0709,597,395223,388 --0 96%Approved—
Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2025 compensation program for the Company's named executive officers: 207,918,84314,522,776556,017 --10,337,217 93%Approved—
Proposal 4: Based upon the following votes, the shareholders approved the Company's 2026 Stock and Option Plan. 216,097,2686,523,460376,908 --10,337,217 97%Approved—
Proposal 5: Based upon the following votes, the shareholders approved a shareholder proposal regarding shareholder right to act by written consent: 126,892,69695,756,148348,792 --10,337,217 57%Approved—

Source: Vertex Pharmaceuticals Incorporated, Form 8-K, filed with the SEC on May 13, 2026 — read the filing on EDGAR.

How asset managers voted at the Vertex Pharmaceuticals Incorporated 2025-2026 meeting

Each item below shows how the 1,181 asset managers that disclosed a Vertex Pharmaceuticals Incorporated 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Vertex Pharmaceuticals Incorporated’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. Elect Director: Sangeeta Bhatia

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 221,280,173AGAINST: 1,624,141
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Sangeeta Bhatia”): 221,280,173 for, 1,624,141 against, per its Form 8-K filed May 13, 2026 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 205 asset managers below reported 123,691,458 for, 160,009 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,691,458AGAINST: 160,009ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Sangeeta Bhatia” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,3689 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 in the interactive database.

2. Elect Director: Lloyd Carney

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 213,048,550AGAINST: 9,855,369
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Lloyd Carney”): 213,048,550 for, 9,855,369 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,163,273 for, 688,193 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,163,273AGAINST: 688,193ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Lloyd Carney” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,822,87120,505 00For
BlackRock9,501,2622,792 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,217550 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,205197 00For

Showing the 25 largest of 205 asset managers. See all 205 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: 219,396,452AGAINST: 3,506,604
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Alan Garber”): 219,396,452 for, 3,506,604 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,660,539 for, 190,928 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,660,539AGAINST: 190,928ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Alan Garber” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,35918 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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.

99.5% Majority: yes · of votes cast

FOR 99.5%
FOR: 221,911,160AGAINST: 999,306
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Reshma Kewalramani”): 221,911,160 for, 999,306 against, per its Form 8-K filed May 13, 2026 (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: 99.5% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 205 asset managers below reported 123,844,869 for, 6,597 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,844,869AGAINST: 6,597ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Reshma Kewalramani” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,3724 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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: 220,336,343AGAINST: 2,566,485
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Michel Lagarde”): 220,336,343 for, 2,566,485 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,844,860 for, 6,607 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,844,860AGAINST: 6,607ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Michel Lagarde” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,36314 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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.

99% Majority: yes · of votes cast

FOR 99%
FOR: 220,333,763AGAINST: 2,576,638
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Jeffrey Leiden”): 220,333,763 for, 2,576,638 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,665,885 for, 185,582 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,665,885AGAINST: 185,582ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Jeffrey Leiden” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,36413 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,69323 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 221,316,590AGAINST: 1,590,047
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Diana McKenzie”): 221,316,590 for, 1,590,047 against, per its Form 8-K filed May 13, 2026 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 205 asset managers below reported 123,839,900 for, 11,567 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,839,900AGAINST: 11,567ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Diana McKenzie” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,3725 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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: 209,717,815AGAINST: 13,186,265
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Bruce Sachs”): 209,717,815 for, 13,186,265 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,454,929 for, 396,538 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,454,929AGAINST: 396,538ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Bruce Sachs” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,31562 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,67244 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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.

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 221,301,670AGAINST: 1,602,686
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Jennifer Schneider”): 221,301,670 for, 1,602,686 against, per its Form 8-K filed May 13, 2026 (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: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 205 asset managers below reported 123,831,107 for, 20,360 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,831,107AGAINST: 20,360ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Jennifer Schneider” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,3725 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 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: 220,320,992AGAINST: 2,583,895
Details: description as filed, official tally, votes by 205 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Elect Director: Nancy Thornberry”): 220,320,992 for, 2,583,895 against, per its Form 8-K filed May 13, 2026 (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 205 asset managers below reported 123,839,891 for, 11,576 against, 19,989 abstained, 206 not voted.

FOR
FOR: 123,839,891AGAINST: 11,576ABSTAIN: 19,989NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Nancy Thornberry” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,36314 00For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 205 asset managers. See all 205 in the interactive database.

11. Election of Directors: Suketu Upadhyay

No official matchDIRECTOR ELECTIONS

Combines 4 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FORABSTAIN
Details: votes by 104 asset managers

The 104 asset managers below reported 7,945,219 for, 6,595 against, 12,107,639 abstained, 206 not voted. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 7,945,219AGAINST: 6,595ABSTAIN: 12,107,639NOT VOTED: 206
Largest asset managers voting on “Election of Directors: Suketu Upadhyay” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock11,5060 9,492,5480Abstain
Vanguard2,219,2902 1,0110For
Charles Schwab1,860,7670 00For
Loomis Sayles00 1,084,6870Abstain
HARBOR FUNDS688,1240 00For
Prudential/PGIM517,1960 00For
Jackson National25,2900 470,1260Mixed
Hartford463,4020 00For
MASTER INVESTMENT PORTFOLIO00 391,4430Abstain
ADVISORS' INNER CIRCLE FUND384,4110 00For
Bridge Builder Trust138,9510 153,5630Mixed
Transamerica217,7730 00For
Six Circles Trust00 196,3130Abstain
NEOS ETF Trust167,8740 00For
Global X137,7820 00For
Russell Investments109,7210 00For
Brighthouse87,9560 19,9890Mixed
John Hancock00 107,3090Abstain
Calamos99,9470 00For
Cardano Risk Management B.V.84,4220 00For
VanEck ETF Trust75,3600 00For
Pacer Funds Trust71,4400 00For
Natixis00 71,2440Abstain
Gateway Trust00 64,8790Abstain
SEI58,1860 00For

Showing the 25 largest of 104 asset managers. See all 104 in the interactive database.

12. Proposal 4: Based upon the following votes, the shareholders approved the Company's 2026 Stock and Option Plan.

Official resultCAPITAL STRUCTUREReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 216,097,268AGAINST: 6,523,460
Details: description as filed, official tally, votes by 227 asset managers

Description as filed by funds: Approval of 2026 Stock and Option Plan.

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Proposal 4: Based upon the following votes, the shareholders approved the Company's 2026 Stock and Option Plan.”): 216,097,268 for, 6,523,460 against — passed, per its Form 8-K filed May 13, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4 : Based upon the following votes, the shareholders approved the Company's 2026 Stock and Option Plan.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 227 asset managers below reported 123,739,120 for, 521,834 against, 2 abstained, 206 not voted.

FOR
FOR: 123,739,120AGAINST: 521,834ABSTAIN: 2NOT VOTED: 206
Largest asset managers voting on “Approval of 2026 Stock and Option Plan.” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,34630 20For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,7160 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century275,000351,607 00Mixed
Prudential/PGIM503,87953,979 00Mixed
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Showing the 25 largest of 227 asset managers. See all 227 in the interactive database.

13. Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2025 compensation…

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

Combines 22 wordings of this item as funds reported it.

93% Approved · of votes cast

FOR 93%
FOR: 207,918,843AGAINST: 14,522,776
Details: description as filed, official tally, votes by 1,176 asset managers

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

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Proposal 3: Based upon the following votes, the shareholders approved, on an advisory basis, the 2025 compensation program for the Company's named executive officers:”): 207,918,843 for, 14,522,776 against — passed, per its Form 8-K filed May 13, 2026 (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 2025 compensation program for the Company's named executive officers:”
Support: 93% 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 Incorporated’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Say on Pay” (4 managers, 629 for, 210 against); “Compensation” (2 managers, Fund and manager reports combined; may count the same shares twice; no share total shown).

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: 196 asset managers voting on “Advisory vote to approve named executive officer compensation.” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,843,31362 20For
BlackRock9,504,0540 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,67244 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price964,7689,899 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,4020 00For

Fund voting reports, all 196 managers: 123,480,779 for, 231,846 against, 19,991 abstained, 1,206 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 1,021 asset managers voting on “Advisory vote to approve named executive officer compensation.” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group30,487,1550 00For
Capital Research Global Investors21,018,9280 00For
BlackRock11,604,7311,105 810For
PARAMETRIC PORTFOLIO ASSOCIATES LLC10,821,6000 00For
Invesco8,477,1070 00For
GEODE CAPITAL MANAGEMENT, LLC6,117,7250 00For
State Street4,401,99975,253 00For
Janus Henderson4,263,7908,750 00For
Loomis Sayles3,387,219134,712 00For
AllianceBernstein3,406,7430 00For
Wellington3,038,8190 00For
JENNISON ASSOCIATES LLC2,696,3073,063 00For
Clearbridge Investments, LLC2,657,135620 00For
Vanguard2,616,5470 00For
Northern Trust2,223,38022,756 00For
T. Rowe Price2,210,83728,566 00For
UBS01,926,752 00Against
Charles Schwab1,926,0460 00For
Winslow Capital Management, LLC1,835,8980 00For
Amundi01,805,464 00Against
Goldman Sachs1,417,5750 00For
MELLON INVESTMENTS Corp1,368,7020 00For
Fidelity1,329,2080 00For
Victory Capital1,254,218757 00For
Legal & General Investment Management Ltd32,3731,144,946 00Against

Institutional-manager reports, all 1,021 managers: 157,585,633 for, 11,805,454 against, 429,850 abstained, 45,879 not voted, 871 unknown. Showing the 25 largest; see all in the interactive database.

14. 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.

96% Approved · of votes cast

FOR 96%
FOR: 223,514,070AGAINST: 9,597,395
Details: description as filed, official tally, votes by 209 asset managers

Description as filed by funds: Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending December 31, 2026.

Vertex Pharmaceuticals Incorporated’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, 2026:”): 223,514,070 for, 9,597,395 against — passed, per its Form 8-K filed May 13, 2026 (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, 2026:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 209 asset managers below reported 123,749,416 for, 120,672 against, 22,989 abstained, 206 not voted.

FOR
FOR: 123,749,416AGAINST: 120,672ABSTAIN: 22,989NOT VOTED: 206
Largest asset managers voting on “Ratification of Ernst & Young LLP as independent Registered Public Accounting firm for the year ending Decembe” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard23,822,87220,504 00For
BlackRock9,502,5941,460 00For
Invesco7,233,0830 00For
Fidelity6,487,4760 00For
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street3,068,67244 00For
JPMorgan3,042,9930 00For
Charles Schwab1,860,7670 00For
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles1,084,6870 00For
TIAA1,072,5560 00For
Legg Mason1,030,8520 00For
Victory Capital1,023,3580 00For
JANUS INVESTMENT FUND993,5710 00For
T. Rowe Price974,6670 00For
HARBOR FUNDS688,1240 00For
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century626,6070 00For
Prudential/PGIM557,8580 00For
Dimensional495,8350 00For
Jackson National495,4160 00For
Hartford463,205197 00For

Showing the 25 largest of 209 asset managers. See all 209 in the interactive database.

15. Proposal 5: Based upon the following votes, the shareholders approved a shareholder proposal regarding shareholder…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Approved

Combines 7 wordings of this item as funds reported it.

57% Approved · of votes cast

FOR 57%AGAINST
FOR: 126,892,696AGAINST: 95,756,148
Details: description as filed, official tally, votes by 204 asset managers

Description as filed by funds: Shareholder proposal, if properly presented at the meeting, regarding shareholder right to act by written consent.

Vertex Pharmaceuticals Incorporated’s own tally for this item (“Proposal 5: Based upon the following votes, the shareholders approved a shareholder proposal regarding shareholder right to act by written consent:”): 126,892,696 for, 95,756,148 against — passed, per its Form 8-K filed May 13, 2026 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 5: Based upon the following votes, the shareholders approved a shareholder proposal regarding shareholder right to act by written consent:”
Support: 57% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 204 asset managers below reported 67,035,999 for, 56,829,234 against, 19,991 abstained, 206 not voted.

FORAGAINST
FOR: 67,035,999AGAINST: 56,829,234ABSTAIN: 19,991NOT VOTED: 206
Largest asset managers voting on “Shareholder proposal, if properly presented at the meeting, regarding shareholder right to act by written cons” at Vertex Pharmaceuticals Incorporated, 2025-2026
Asset managerForAgainst AbstainWithheldVote
Capital Group36,479,8650 00For
Vanguard1,862,59021,980,785 20Mixed
BlackRock13,5379,490,517 00Against
Invesco6,870,069363,014 00Mixed
Fidelity71,3636,416,113 00Against
INVESTMENT CO OF AMERICA6,269,1420 00For
AMCAP FUND4,621,2670 00For
State Street6,7323,061,984 00Against
JPMorgan03,042,993 00Against
Charles Schwab5501,860,217 00Against
Columbia Threadneedle1,386,7890 00For
NEW ECONOMY FUND1,320,7510 00For
Loomis Sayles01,084,687 00Against
TIAA01,072,556 00Against
Legg Mason1,030,8520 00For
Victory Capital944,96478,394 00Mixed
JANUS INVESTMENT FUND1,743991,828 00Against
T. Rowe Price0974,667 00Against
HARBOR FUNDS0688,124 00Against
AB LARGE CAP GROWTH FUND INC645,0940 00For
American Century275,000351,607 00Mixed
Prudential/PGIM38,020519,838 00Mixed
Dimensional0495,835 00Against
Jackson National401,06594,351 00Mixed
Hartford463,4020 00For

Showing the 25 largest of 204 asset managers. See all 204 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 Incorporated shareholders voting in 2025-2026

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 254,163,953 shares outstanding at the time of that meeting.

Fund voting reports: top Vertex Pharmaceuticals Incorporated shareholders by shares voted on “Advisory vote to approve named executive officer compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Capital Group 14.35%
2Vanguard 9.38%
3BlackRock 3.74%
4Invesco 2.85%
5Fidelity 2.55%
6INVESTMENT CO OF AMERICA 2.47%
7AMCAP FUND 1.82%
8State Street 1.21%
9JPMorgan 1.20%
10Charles Schwab 0.73%
Institutional-manager reports: top Vertex Pharmaceuticals Incorporated shareholders by shares voted on “Advisory vote to approve named executive officer compensation.”, 2025-2026
#Asset manager % of shares outstanding
1Capital Group 12.00%
2Capital Research Global Investors 8.27%
3BlackRock 4.57%
4PARAMETRIC PORTFOLIO ASSOCIATES LLC 4.26%
5Invesco 3.34%
6GEODE CAPITAL MANAGEMENT, LLC 2.41%
7State Street 1.76%
8Janus Henderson 1.68%
9Loomis Sayles 1.39%
10AllianceBernstein 1.34%

Reported Vertex Pharmaceuticals Incorporated 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 Incorporated holdings and ownership disclosed for the 2025-2026 proxy season
Holder % outstanding Disclosure
Capital World Investors 11.31% DEF14A
BlackRock 9.43% 13F
The Vanguard Group 8.77% DEF14A
Capital Research Global Investors. 6.81% DEF14A
State Street 4.62% 13F
JPMorgan Chase 2.77% 13F
Wellington Management 1.26% 13F
Morgan Stanley 1.23% 13F
Northern Trust 1.01% 13F
Invesco 1.01% 13F

Percentages above are of 254,163,953 shares outstanding, as reported by Vertex Pharmaceuticals Incorporated on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 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 Incorporated’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At Vertex Pharmaceuticals Incorporated's shareholder meeting held May 13, 2026, in the 2025-2026 proxy season, 1,181 asset managers reported how they voted in their SEC Form N-PX filings, covering 17,619 separate fund positions. Their filings are grouped here into 15 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — Advisory vote to approve named executive officer compensation. — Vertex Pharmaceuticals Incorporated's filing reports the proposal as approved, with 93% 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 Incorporated's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on May 13, 2026.

Vertex Pharmaceuticals Incorporated proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).

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