- Company Updates Corporate Governance Practices -
CAMBRIDGE, Mass., May 11 /PRNewswire-FirstCall/ -- Vertex
Pharmaceuticals Incorporated (Nasdaq: VRTX) today announced results of the
voting at its 2006 Annual Meeting of Stockholders. Joshua Boger, Ph.D.,
President and Chief Executive Officer of Vertex, also provided stockholders
in attendance at the meeting with a brief overview of the Company's 2006
clinical and corporate objectives.
At the meeting, stockholders approved the Vertex Pharmaceuticals
Incorporated 2006 Stock and Option Plan and also re-elected all three
director nominees. Each of the director nominees, Eric K. Brandt, Bruce I.
Sachs, and Eve E. Slater, M.D., F.A.C.C., received a majority of votes
cast. Their terms will expire at the 2009 Annual Meeting of Stockholders.
"I am pleased to announce that Eric Brandt, Bruce Sachs and Eve Slater
have been re-elected to Vertex's Board," stated Dr. Boger. "Eric, Bruce and
Eve bring a broad range of experience and expertise to our Board, and we
expect that they will continue to make significant contributions to the
Company in the years ahead."
At a Board of Directors meeting held subsequent to the Annual Meeting
of Stockholders, the Board of Directors addressed two corporate governance
issues: the creation of a non-executive Chairmanship of the Board of
Directors and the adoption of a policy regarding the election of directors.
At the meeting of the Board of Directors, Charles A. Sanders, M.D. was
appointed Chairman of the Board. Joshua Boger, who has been the Company's
CEO since 1992, had served in the additional role of Chairman of the Board
since 1997. The Board of Directors believes that the appointment of Dr.
Sanders is appropriate at this time, in view of the current sentiment in
the corporate community that the positions of Chairman of the Board and CEO
should be held by separate individuals. Dr. Sanders has been a member of
Vertex's Board since 1996 and serves as the Chair of the Corporate
Governance and Nominating Committee of the Board of Directors. He has held
various leadership positions at major pharmaceutical companies, including
Chairman of Glaxo Inc. and Vice Chairman at Squibb Corporation. Dr. Boger
will continue to serve as the Company's President and CEO.
"I am pleased to announce that Charles Sanders has agreed to serve as
Chairman of Vertex's Board of Directors," continued Dr. Boger. "Charlie has
been invaluable to the Company during his more than 10 years on our Board.
As Chairman, he will strengthen the leadership of the Company as we
continue to build our future."
In a further revision to the Company's governance practices, the Board
of Directors also adopted a policy with respect to the election of
directors. This policy will be incorporated into the Company's Statement of
Governance Principles. Under the new policy, any nominee for director in an
uncontested election who receives a greater number of votes "withheld" from
his or her election than votes "for" his or her election will tender his or
her resignation to the Board of Directors. The Corporate Governance and
Nominating Committee will recommend to the Board either that the Board
accept or reject any such resignation or the Board take some other action
to address the underlying reasons for the outcome of the vote. The Company
will make a public announcement of the Board of Directors' action on any
resignation tendered under the new policy. The full Statement of Corporate
Governance Principles can be found on Vertex's website at
http://www.vrtx.com.
About Vertex
Vertex Pharmaceuticals Incorporated is a global biotechnology company
committed to the discovery and development of breakthrough small molecule
drugs for serious diseases. The Company's strategy is to commercialize its
products both independently and in collaboration with major pharmaceutical
companies. Vertex's product pipeline is principally focused on viral
diseases, inflammation, autoimmune diseases and cancer. In collaboration
with GlaxoSmithKline, Vertex co-promotes the HIV protease inhibitor,
Lexiva.
Lexiva is a registered trademark of the GlaxoSmithKline group of
companies.
Vertex Safe Harbor Statement
This press release may contain forward-looking statements. While
management makes its best efforts to be accurate in making forward-looking
statements, such statements are subject to risks and uncertainties that
could cause Vertex's actual results to vary materially. Those risks and
uncertainties include the risks listed under Risk Factors in Vertex's Form
10-K filed with the Securities and Exchange Commission on March 16, 2006.
Webcast: Vertex Pharmaceuticals' Annual Meeting of Stockholders
An archived webcast of Vertex Pharmaceuticals' Annual Meeting of
Stockholders is available via the Internet at http://www.vrtx.com in the
investor center. The archived webcast will be available on Vertex's website
until 5:00 p.m. EDT on May 25, 2006.
Vertex Contacts:
Michael Partridge, Director, Corporate Communications, (617) 444-6108
Lora Pike, Manager, Investor Relations, (617) 444-6755
SOURCE Vertex Pharmaceuticals Incorporated
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Related links: http://www.vrtx.com/
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CONTACT: Michael Partridge, Director, Corporate Communications, +1-617-444-6108, or Lora Pike, Manager, Investor Relations, +1-617-444-6755, both of Vertex Pharmaceuticals Incorporated
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