ALNYLAM PHARMACEUTICALS INC
For the period ended May 16, 2024. Filed Apr 1, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 16, 2024 · Filed Apr 1, 2024
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material Pursuant to §240.14a-12 |
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Alnylam Pharmaceuticals, Inc.
(Name of Registrant as Specified in Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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LETTER FROM OUR CEO
April 1, 2024
To our Stockholders:
We invite you to attend the 2024 Annual Meeting of Stockholders of Alnylam Pharmaceuticals, Inc., which will be held online on Thursday, May 16, 2024, beginning at 10:30 a.m., Eastern Time. You may attend the meeting virtually via the Internet atwww.virtualshareholdermeeting.com/ALNY2024, where you will be able to vote electronically and submit questions. You will need the 16-digit control number included with these proxy materials to attend the annual meeting.
The following notice of our annual meeting of stockholders contains details of the business to be conducted at the meeting. Only stockholders of record at the close of business on March 22, 2024 will be entitled to notice of, and to vote at, the annual meeting.
On behalf of our Board of Directors, thank you for your continued support of Alnylam.
Very truly yours,
Yvonne L. Greenstreet, MBChB, MBA
Chief Executive Officer and Director
On behalf of the Board of Directors of
Alnylam Pharmaceuticals, Inc.
NOTICE OF 2024 ANNUAL MEETING
OF STOCKHOLDERS
| Date: | Thursday, May 16, 2024 |
|---|---|
| Time: | 10:30 a.m., Eastern Time |
| Place: | Online at www.virtualshareholdermeeting.com/ALNY2024 |
| Record Date: | March 22, 2024. Only Alnylam stockholders of record at the close of business on the record date for the annual meeting are entitled to notice of, and to vote at, the annual meeting or any adjournment or postponement thereof. |
| Items of Business: | 1. To elect four (4) members to our board of directors, as nominated by our board of directors, each to serve as a Class II director for a term ending in 2027, or until a successor has been duly elected and qualified; |
| 2. To approve, on a non-binding advisory basis, the compensation of our named executive officers, as described in the “Compensation Discussion and Analysis,” executive compensation tables and accompanying narrative disclosures in this proxy statement; | |
| 3. To ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2024; and | |
| 4. To transact any other business that may properly come before the annual meeting or any adjournment or postponement thereof. | |
| Virtual Meeting: | To participate in the annual meeting virtually via the Internet, please visit www.virtualshareholdermeeting.com/ALNY2024. You will need the 16-digit control number included on your proxy card or the instructions that accompanied your proxy materials. Stockholders will be able to vote and submit questions during the annual meeting. |
| You will not be able to attend the annual meeting in person. | |
| Voting: | Proposal 1 relates solely to the election of four (4) Class II directors nominated by our board of directors and does not include any other matters relating to the election of directors, including without limitation, the election of directors nominated by any stockholder of the company. |
Your vote is important regardless of the number of shares you own. Whether or not you plan to participate in the annual meeting online, we hope you will take the time to vote your shares. To assure your representation at the annual meeting, if you are a stockholder of record, please vote in one of these three ways:
Vote Over the Internet, by going to www.proxyvote.com and entering the 16-digit control number provided on your proxy card or voting instruction form;
Vote by Telephone, by calling 1-800-690-6903 or the number on your proxy card or voting instruction form. You will need the 16-digit control number provided on your proxy card or voting instruction form; or
Vote by Mail, if you received printed proxy materials, by completing, signing and dating the proxy card or voting instruction form and mailing it in the accompanying pre-addressed envelope. If you vote over the Internet or by telephone, please do not mail your proxy.
If you vote via the Internet or by telephone or mail your proxy in, you will not limit your right to vote online at the annual meeting.
If your shares are held in “street name,” that is, held for your account by a broker or other nominee, you will receive instructions from the holder of record that you must follow for your shares to be voted.
Important Notice Regarding the Internet Availability of Proxy Materials for the Stockholder Meeting to Be Held on May 16, 2024 This Notice of 2024 Annual Meeting, Proxy Statement, 2023 Annual Report on Form 10-K and Annual Report to Stockholders are available for viewing, printing and downloading at www.proxyvote.com.
By Order of the Board of Directors,
Brett R. Budzinski
Senior Vice President, General Counsel, Corporate and Governance and Secretary
Cambridge, Massachusetts
April 1, 2024
PROXY STATEMENT
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.