---
schema_version: "secwatch.filing_event.v1"
accession: "0000875320-26-000166"
form_type: "8-K"
ticker: "VRTX"
cik: "0000875320"
company_name: "VERTEX PHARMACEUTICALS INC / MA"
filed_at: "2026-04-29T23:59:59+00:00"
generated_at: "2026-05-15T02:36:41.306347+00:00"
event_type: "leadership"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Vertex director Suketu Upadhyay to depart after annual meeting to become Incyte CFO

## Summary
- Upadhyay will not stand for re-election due to scheduling conflicts from his incoming CFO role at Incyte.
- He will continue as director until the 2026 annual meeting; board reduces size to ten members.
- Proxy materials amended to remove Upadhyay as nominee; previously voted proxies remain valid for other matters.
- Departure is not due to any disagreement with Vertex on operations, policies, or practices.

## SEC filing metadata
- accession: 0000875320-26-000166
- form_type: 8-K
- ticker: VRTX
- cik: 0000875320
- company_name: VERTEX PHARMACEUTICALS INC / MA
- filed_at: 2026-04-29T23:59:59+00:00
- event_type: leadership
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02
- EDGAR index: https://www.sec.gov/Archives/edgar/data/875320/000087532026000166/0000875320-26-000166-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/875320/000087532026000166/vrtx-20260428.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0000875320-26-000166
- JSON: https://secwatch.observer/filing/0000875320-26-000166.json
- Plain text: https://secwatch.observer/filing/0000875320-26-000166.txt

## Key facts
- Executive change
  Suketu Upadhyay departed as Director at VERTEX PHARMACEUTICALS INC / MA.
  - Action: not standing for re-election
  - Role: Director
  source text: Suketu Upadhyay informed the board of directors (the "Board") of Vertex Pharmaceuticals Incorporated (the "Company") of his decision not to stand for re-election as a director of the Company at the Company’s 2026 annual meeting of shareholders (the "2026 Annual Meeting").
  evidence_url: https://www.sec.gov/Archives/edgar/data/875320/000087532026000166/0000875320-26-000166-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.