$ALNY·8-K

ALNYLAM PHARMACEUTICALS, INC. · May 27, 4:30 PM ET

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ALNYLAM PHARMACEUTICALS, INC. 8-K

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Alnylam Pharmaceuticals Elects New Director; Reports 2026 Annual Meeting Votes

What Happened
Alnylam Pharmaceuticals, Inc. announced the expansion of its Board from ten to eleven members and the election of Benjamin F. Cravatt, Ph.D., effective June 1, 2026. Dr. Cravatt will serve as a Class III director (term expiring at the 2028 annual meeting) and join the Board’s Science and Technology Committee. The company also reported results of its 2026 Annual Meeting of stockholders (record date March 25, 2026; 133,427,910 shares outstanding).

Key Details

  • Board change and pay: Dr. Benjamin F. Cravatt elected June 1, 2026; as a non‑employee director he will receive an annual cash retainer of $75,000 and reasonable travel expense reimbursement.
  • Initial equity award for Dr. Cravatt: a stock option with aggregate grant‑date fair value of $600,000 (Black‑Scholes valuation), vesting one‑third on each of the first three anniversaries; exercise price = NASDAQ close on grant date. He will be eligible for future annual equity awards (current non‑employee director practice: $200,000 RSUs + $200,000 option annual awards).
  • Annual Meeting vote tallies (record date March 25, 2026):
    • Stuart A. Arbuckle re‑elected — For: 115,269,659; Against: 5,068,463; Abstain: 28,296; Broker Non‑Votes: 5,450,286.
    • Yvonne L. Greenstreet, M.D. re‑elected — For: 119,787,307; Against: 513,049; Abstain: 66,062; Broker Non‑Votes: 5,450,286.
    • Elliott Sigal, M.D., Ph.D. re‑elected — For: 107,495,421; Against: 12,844,836; Abstain: 26,161; Broker Non‑Votes: 5,450,286.
    • Say‑on‑pay (advisory) approved — For: 111,772,389; Against: 8,552,534; Abstain: 41,495; Broker Non‑Votes: 5,450,286.
    • Auditor ratification: PricewaterhouseCoopers LLP reappointed — For: 119,847,735; Against: 5,937,274; Abstain: 31,695.

Why It Matters
Adding Dr. Cravatt (a scientist) expands Alnylam’s board expertise in science and technology oversight, which can be material for a biotech company focused on RNAi therapeutics. The equity and option awards create standard director compensation and will have a modest dilutive effect if exercised. The Annual Meeting results show stockholder support for the nominated directors, management compensation (non‑binding), and the board’s choice of auditor—all governance items investors watch for continuity and oversight.