Independent
Tenure on this board
7.4 yrs
8 nominees · 4 ballot items.
Four company-sponsored proposals: election of eight directors; advisory vote on named executive officer compensation (say-on-pay); approval to increase A&R 2019 Plan share reserve by 10,000,000 shares; and ratification of KPMG LLP as auditors for 2026.
Election of eight director nominees to serve one-year terms until the 2027 annual meeting.
Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.
This non-binding proposal asks shareholders to approve, on an advisory basis, the company’s 2025 executive compensation disclosures and program. Management explains that the compensation program is focused on long-term equity incentives (PSUs and RSUs) alongside base salary and cash bonuses, designed to align executive pay with stockholder value creation through performance-based equity metrics (rTSR and aTSR). The board and its compensation committee recommend approval, noting prior strong shareholder support and the committee’s use of an independent compensation consultant, benchmarking, performance metrics tied to TSR, and governance features such as stock ownership guidelines and clawback policies. A vote for supports management’s view that pay practices incentivize long-term performance, while a vote against would signal shareholder dissatisfaction and may prompt the board to consider changes. The advisory vote is non-binding, but the board commits to considering stockholder feedback in future compensation decisions.
Approve amendment to increase shares available under the Amended and Restated 2019 Equity Incentive Plan by 10,000,000 shares.
Management requests shareholder approval to add 10 million shares to the A&R 2019 Plan to maintain the company’s ability to grant equity awards for retention and incentive purposes. The board justifies the request by citing historical burn rate (three-year average ~2.58%), projected hiring/promotions and the need to incentivize clinical, regulatory and commercial talent to advance LINZESS and apraglutide. Management quantified overhang and burn rate, explained alternative actions if not approved (increasing cash compensation or reduced awards), described plan terms including per-person limits and non-liberal share recycling, and argued the increase is reasonable given expected dilution and plan practices; the board recommends voting for the amendment.
Ratify the audit committee’s selection of KPMG LLP as independent registered public accounting firm for fiscal year 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 9.1% | 15,028,000 | $53M |
| 2 | Sarissa Capital Management LPActivist | 5.6% | 9,188,635 | $32M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 4.9% | 8,061,073 | $28M |
| 4 | STATE STREET CORP | 4.5% | 7,456,944 | $26M |
| 5 | AQR CAPITAL MANAGEMENT LLC | 4.5% | 7,336,335 | $26M |
| 6 | BlackRock, Inc. | 4.4% | 7,251,281 | $25M |
| 7 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.1% | 6,682,037 | $23M |
| 8 | ACADIAN ASSET MANAGEMENT LLC | 4.0% | 6,577,272 | $23M |
| 9 | BANK OF AMERICA CORP /DE/ | 3.7% | 6,131,702 | $22M |
| 10 | VANGUARD CAPITAL MANAGEMENT LLC | 3.7% | 6,097,454 | $21M |
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