Alnylam Pharmaceuticals (ALNY) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on May 20, 2026, with voting on three main proposals: election of three Class I directors, a non-binding advisory vote on executive compensation, and ratification of the independent auditor for 2026.

• Only shareholders of record as of March 25, 2026, are entitled to vote, with multiple voting methods available including internet, phone, mail, and during the meeting.

• The company achieved significant milestones in 2025, including regulatory approvals, strong revenue growth, and profitability for the first time.

• Forward-looking statements address strategic goals through 2030, including operational scaling, innovation, and sustainability initiatives.

Voting matters and shareholder proposals

• Proposal 1: Election of three Class I directors (Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., Elliott Sigal, M.D., Ph.D.) for terms ending in 2029.

• Proposal 2: Advisory vote on executive compensation (say-on-pay).

• Proposal 3: Ratification of PricewaterhouseCoopers LLP as independent auditors for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of 10 members, 90% independent, with a classified structure and three-year staggered terms.

• Board committees (audit, PC&C, nominating and corporate governance, science and technology) are fully independent.

• Board diversity: 40% female, average age 69, average tenure 6.9 years.

• Regular board and committee evaluations, succession planning, and stockholder engagement are emphasized.

• Majority voting policy for director elections and strong stock ownership guidelines for directors and executives.