Ironwood Pharmaceuticals (IRWD) Proxy filing summary

Voting matters and shareholder proposals

• Election of eight director nominees for a one-year term until the 2027 annual meeting; board recommends voting for all nominees.

• Advisory vote to approve compensation paid to named executive officers; board recommends approval.

• Proposal to amend the 2019 Equity Incentive Plan, increasing shares available for issuance by 10,000,000; board recommends approval.

• Ratification of KPMG LLP as independent registered public accounting firm for 2026; board recommends approval.

• Proxies may vote on other business as may properly come before the meeting.

Board of directors and corporate governance

• Eight director nominees are presented for election, each to serve a one-year term.

Executive compensation and say-on-pay

• Advisory vote on executive compensation is included as a key agenda item.