- Company Updates Corporate Governance Practices -
CAMBRIDGE, Mass., May 11 /CNW/ -- 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
