Ironwood Pharmaceuticals (IRWD) Proxy filing summary

Executive summary

• The annual meeting is scheduled for June 16, 2026, as a virtual event, with voting and Q&A available online.

• Four company-sponsored proposals are up for vote: election of eight directors, advisory vote on executive compensation, amendment to the equity incentive plan, and auditor ratification.

• The board recommends voting in favor of all proposals.

• Forward-looking statements caution about risks related to product development, regulatory approval, competition, and financial performance.

Voting matters and shareholder proposals

• Proposal 1: Elect eight director nominees for one-year terms.

• Proposal 2: Advisory (non-binding) vote on named executive officer compensation (say-on-pay).

• Proposal 3: Approve amendment to the 2019 Equity Incentive Plan, increasing shares available by 10,000,000.

• Proposal 4: Ratify KPMG LLP as auditors for 2026.

• Board recommends voting “for” all proposals.

Board of directors and corporate governance

• Board consists of eight members, seven of whom are independent; all committees are composed solely of independent directors.

• Separate independent chair and CEO roles; annual election of all directors.

• Board committees: audit, governance and nominating, compensation and HR.

• Annual board and committee assessments, director succession planning, and stock ownership guidelines in place.

• Board diversity in expertise, with backgrounds in biotech, finance, marketing, and operations.