Ironwood Pharmaceuticals Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of eight director nominees to serve one-year terms until the 2027 annual meeting.

2. 2

   Advisory Vote on Named Executive Officer Compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the named executive officers as disclosed in the proxy statement.

   More detail

   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.

3. 3

   Approval of an Amendment to A&R 2019 Equity Incentive Plan

   ManagementBoard: FOR

   Approve amendment to increase shares available under the Amended and Restated 2019 Equity Incentive Plan by 10,000,000 shares.

   More detail

   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.

4. 4

   Ratification of KPMG LLP as Auditors for 2026

   ManagementBoard: FOR

   Ratify the audit committee’s selection of KPMG LLP as independent registered public accounting firm for fiscal year 2026.

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When is the Ironwood Pharmaceuticals Inc 2026 annual meeting?

Ironwood Pharmaceuticals Inc (IRWD) holds its 2026 annual shareholder meeting on Tuesday, June 16, 2026.

What is the record date for the Ironwood Pharmaceuticals Inc 2026 meeting?

The record date for the Ironwood Pharmaceuticals Inc 2026 meeting is Tuesday, April 21, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Ironwood Pharmaceuticals Inc's 2026 meeting?

The board is presenting 8 director nominees at the Ironwood Pharmaceuticals Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Ironwood Pharmaceuticals Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Ironwood Pharmaceuticals Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.