MA false 0001178670 0001178670 2023-01-05 2023-01-05

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): January 6, 2023 (January 5, 2023)

 

 

Alnylam Pharmaceuticals, Inc.

 

 

 

Delaware   001-36407   77-0602661
(State or Other Jurisdiction
of Incorporation)		   (Commission
File Number)		   (IRS Employer
Identification No.)

 

675 West Kendall Street,  
Henri A. Termeer Square  
Cambridge, Massachusetts   02142
(Address of Principal Executive Offices)   (Zip Code)

Registrant’s telephone number, including area code: (617) 551-8200

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

  ☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  ☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  ☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  ☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

  

Trading
Symbol(s)

  

Name of Each Exchange
on Which Registered

Common Stock, $0.01 par value per share   ALNY   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of January 5, 2023, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc. (the “Company”), following the recommendation of its Nominating and Corporate Governance Committee, expanded the size of the Company’s Board from eleven to twelve and elected Dr. Carolyn R. Bertozzi to fill the newly created vacancy. Dr. Bertozzi will serve as a Class III director with a term expiring at the annual meeting of stockholders to be held in 2025.

As a non-employee director, Dr. Bertozzi will receive an annual cash fee of $55,000. In addition, in connection with her election to the Board, on January 5, 2023, Dr. Bertozzi received a stock option to purchase 4,268 shares of the Company’s common stock, having an aggregate grant date fair value equal to $600,000.00 (rounded to the nearest share) using the Company’s then current Black-Scholes valuation model, vesting ratably in three annual installments beginning on the one-year anniversary of the grant date, with an exercise price of $225.68 per share. Beginning in the sixth month following her election, Dr. Bertozzi will be eligible to receive an annual stock option award, in an amount determined by the Board upon recommendation of the People, Culture and Compensation Committee (currently such number of shares of the Company’s common stock with an aggregate grant date fair value equal to $400,000.00 (rounded to the nearest share) using the Company’s then current Black-Scholes valuation model per the Company’s compensation policy for non-employee directors), vesting in full on the one-year anniversary of the grant date, with an exercise price equal to the fair market value of the Company’s common stock on the date of grant. The Company will also reimburse Dr. Bertozzi for reasonable travel and other related expenses incurred in connection with her service on the Board.

In addition, Dr. Bertozzi entered into an indemnification agreement with the Company consistent with the form of the existing indemnification agreement entered into between the Company and its non-employee directors.

Item 8.01.

Other Events.

On January 5, 2023, the Company issued a press release announcing the election of Dr. Bertozzi. Included in such release, the Company also announced that, effective January 5, 2023, Michael W. Bonney, the Executive Chair of the Board, transitioned from the role of Executive Chair to serve as a director on the Board and that Amy W. Schulman, the Lead Independent Director, has been appointed by the Board to serve as Chair of the Board.

A copy of this press release is furnished as Exhibit 99.1 to this Report on Form 8-K. The information in this Item 8.01 and Exhibit 99.1 attached hereto is intended to be furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01.

Financial Statements and Exhibits.

 

  (d)

Exhibits

The following exhibits shall be deemed to be furnished, and not filed:

 

99.1    Press Release dated January 5, 2023.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date: January 6, 2023     ALNYLAM PHARMACEUTICALS, INC.
    By:  

/s/ Jeffrey V. Poulton

      Jeffrey V. Poulton
      Executive Vice President, Chief Financial Officer
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