Vertex Pharmaceuticals (VRTX) Proxy filing summary

Board of directors and corporate governance

• Suketu Upadhyay has withdrawn as a nominee for re-election to the board due to his new role as CFO of Incyte Corporation, citing scheduling conflicts and no disagreements with the company.

• Upadhyay will serve until the 2026 Annual Meeting, after which the board size will be reduced to ten members.

• The slate of board nominees remains unchanged except for the removal of Upadhyay.

Voting matters and shareholder proposals

• Proxies already submitted remain valid, except votes for Upadhyay will not be counted as he is no longer a nominee.

• Shareholders do not need to take action unless they wish to change their vote; instructions for voting or revoking proxies are available in the proxy statement.