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):

June 21, 2024

IRONWOOD PHARMACEUTICALS, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-34620	04-3404176
(State or other jurisdiction	(Commission File Number)	(I.R.S. Employer
of incorporation)		Identification Number)

100 Summer Street, Suite 2300
Boston, Massachusetts				02110
(Address of principal executive offices)				(Zip code)

(617) 621-7722

(Registrant’s telephone number,

including area code)

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:

¨	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
Class A common stock, $0.001 par value	IRWD	Nasdaq Global Select Market

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 5.07 Submission of Matters to a Vote of Security Holders.

On June 18, 2024, Ironwood Pharmaceuticals, Inc. (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The final voting results for the Annual Meeting are as follows:

The stockholders elected nine director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2024 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based on the following votes:

Director Nominee	For	Withheld	Broker Non-Votes
Mark Currie, Ph.D.	130,019,704	5,472,128	7,708,364

Alexander Denner, Ph.D.	125,450,072	10,041,760	7,708,364

Andrew Dreyfus	129,704,783	5,787,049	7,708,364

Jon Duane	127,436,834	8,054,998	7,708,364

Marla Kessler	130,081,722	5,410,110	7,708,364

Thomas McCourt	133,639,699	1,852,133	7,708,364

Julie McHugh	124,822,215	10,669,617	7,708,364

Catherine Moukheibir	129,803,799	5,688,033	7,708,364

Jay Shepard	133,672,033	1,819,799	7,708,364

The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Company’s proxy statement for the Annual Meeting, based on the following votes:

For		Against		Abstain		Broker Non-Votes
127,439,687		7,953,508		98,637		7,708,364

The stockholders ratified the selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, based on the following votes:

For		Against		Abstain		Broker Non-Votes
136,781,986		6,305,538		112,672		-

SIGNATURES

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.

	Ironwood Pharmaceuticals, Inc.


Dated: June 21, 2024	By:	/s/ Sravan K. Emany
		Name: Sravan K. Emany
		Title: Senior Vice President, Chief Financial Officer

Ironwood Pharmaceuticals Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders