Vertex Pharmaceuticals (VRTX) Proxy filing summary

Executive summary

• Achieved $12 billion in 2025 revenue, a 9% increase over 2024, driven by CF products, CASGEVY, and JOURNAVX launches.

• Expanded commercial portfolio with new launches in acute pain and cystic fibrosis, and advanced renal pipeline with povetacicept.

• Maintained a strong balance sheet with $12.3 billion in cash and investments at year-end 2025.

• Recognized for corporate responsibility, employee engagement, and workplace excellence.

• Focused on serial innovation, pipeline advancement, and long-term shareholder value.

Voting matters and shareholder proposals

• Shareholders to vote on election of eleven directors, ratification of Ernst & Young LLP as auditor, advisory say-on-pay, approval of 2026 Stock and Option Plan, and a shareholder proposal on written consent rights.

• Board recommends voting for all management proposals and against the shareholder proposal on written consent.

Board of directors and corporate governance

• Eleven director nominees, nine of whom are independent; board refreshment ongoing with six new directors since 2020.

• Board committees (audit, compensation, governance, science/technology) comprised solely of independent directors.

• Lead Independent Director and Executive Chairman roles are separated for robust oversight.

• Proxy access for shareholders with 3% ownership for 3 years; majority voting standard for directors.