Vertex Pharmaceuticals (VRTX) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 13, 2026, at 9:00 A.M. Eastern Time, to be held virtually via live webcast.

• Shareholders can access proxy materials and vote online or request paper copies by May 1, 2026.

Voting matters and shareholder proposals

• Election of eleven director nominees is up for vote.

• Ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.

• Advisory vote on named executive officer compensation (say-on-pay).

• Approval of the 2026 Stock and Option Plan.

• Shareholder proposal regarding the right to act by written consent, with board recommending a vote against.

Board of directors and corporate governance

• Board recommends voting for all director nominees and for proposals 2, 3, and 4, but against proposal 5.

• List of eleven director nominees provided for election.