UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 1419, 2025

Vertex Pharmaceuticals Incorporated

(Exact name of registrant as specified in its charter)


Massachusetts	000-19319	04-3039129
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

50 Northern Avenue

Boston, Massachusetts 02210

(Address of principal executive offices) (Zip Code)

(617) 341-6100

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common Stock, $0.01 Par Value Per Share

VRTX

The Nasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 58.~~07 Submission~~01 ofOther ~~Matters to a Vote of Security Holders~~Events.

The ~~annual~~Board ~~meeting~~ of ~~shareholders~~Directors of Vertex Pharmaceuticals Incorporated (the "“Company"”) ~~was~~has ~~held~~authorized onan ~~May 14,~~additional ~~2025~~program to repurchase up to $4.0 billion of the Company’s common stock (the ~~"Annual~~“2025 ~~Meeting"~~Repurchase Program”). ~~Set~~The ~~forth~~2025 ~~below~~Repurchase ~~are~~Program ~~the~~does ~~voting~~not ~~results~~have ~~for~~an ~~each~~expiration ofdate ~~the~~and ~~proposals~~can ~~submitted~~be todiscontinued aat ~~vote~~any oftime. Under the 2025 Repurchase Program, the Company's ~~shareholders~~may atrepurchase stock from time to time, subject to general business and market conditions and other investment opportunities, on the ~~Annual~~open ~~Meeting:~~market or through privately negotiated transactions, including through Rule 10b5-1 plans.

~~Proposal~~In ~~No.~~2023, 1:the ~~Based~~Company’s ~~upon~~Board ~~the~~of ~~following~~Directors ~~votes,~~authorized ~~the~~a ~~shareholders~~program ~~elected~~to ~~Sangeeta~~repurchase ~~Bhatia,~~up ~~Lloyd~~to ~~Carney,~~$3.0 ~~Alan~~billion ~~Garber,~~of ~~Reshma~~the ~~Kewalramani,~~Company’s ~~Michel~~common ~~Lagarde,~~stock ~~Jeffrey~~(the ~~Leiden,~~“2023 ~~Diana~~Repurchase ~~McKenzie,~~Program”). ~~Bruce~~As ~~Sachs,~~of ~~Jennifer~~May ~~Schneider~~16, ~~Nancy~~2025, ~~Thornberry~~the ~~and~~Company ~~Suketu~~had ~~Upadhyay~~approximately to$775 ~~serve~~million asremaining ~~members~~authorization ofavailable under the ~~Company's~~2023 ~~Board~~Repurchase ofProgram. ~~Directors~~Between ~~until~~the 2025 Repurchase Program and the ~~annual~~2023 ~~meeting~~Repurchase ofProgram, ~~shareholders~~the Company is authorized to berepurchase ~~held~~up into ~~2026:~~$4.775 billion of the Company’s common stock.

	For	Against	Abstain	Non-Votes
Sangeeta Bhatia	224,220,115	1,944,293	77,828	10,235,401
Lloyd Carney	217,229,047	8,930,150	83,039	10,235,401
Alan Garber	222,204,608	3,955,764	81,864	10,235,401
Reshma Kewalramani	225,606,258	543,398	92,580	10,235,401
Michel Lagarde	223,304,043	2,856,080	82,113	10,235,401
Jeffrey Leiden	220,817,175	5,347,122	77,939	10,235,401
Diana McKenzie	224,648,137	1,516,174	77,925	10,235,401
Bruce Sachs	211,582,895	14,580,875	78,466	10,235,401
Jennifer Schneider	225,303,813	859,650	78,773	10,235,401
Nancy Thornberry	223,303,176	2,862,344	76,716	10,235,401
Suketu Upadhyay	224,313,828	1,839,542	88,866	10,235,401

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:

			For			Against			Abstain			Non-Votes
			229,386,037			6,859,300			232,300			0

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:

			For			Against			Abstain			Non-Votes
			208,886,386			17,048,300			307,550			10,235,401

Proposal No. 4: Based upon the following votes, the shareholders did not approve a shareholder proposal regarding excessive golden parachutes:

			For			Against			Abstain			Non-Votes
			84,117,100			141,606,344			518,792			10,235,401

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			VERTEX PHARMACEUTICALS INCORPORATED
			(Registrant)
Date: May 14, 2025			/s/ Jonathan Biller
Date: May 19, 2025			/s/ Jonathan Biller
			Jonathan Biller
			Executive Vice President, Chief Legal Officer

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