---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-075730"
form_type: "8-K"
ticker: "IRWD"
cik: "0001446847"
company_name: "IRONWOOD PHARMACEUTICALS INC"
filed_at: "2026-06-18T20:14:48+00:00"
generated_at: "2026-06-18T20:21:03.378732+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.5
calibrated_materiality_score: 0.5
confidence: "high"
source: SEC EDGAR
---

# Ironwood shareholders approve 10M share increase to equity incentive plan

## Summary
- Shareholders approved amendment increasing shares available under 2019 Equity Incentive Plan from 16M to 26M.
- All eight director nominees elected with over 97% of votes cast in favor.
- Non-binding advisory vote on executive compensation passed with ~95% of votes cast in favor.
- Ratification of KPMG as independent auditor for 2026 approved with ~97% of votes cast.

## SEC filing metadata
- accession: 0001104659-26-075730
- form_type: 8-K
- ticker: IRWD
- cik: 0001446847
- company_name: IRONWOOD PHARMACEUTICALS INC
- filed_at: 2026-06-18T20:14:48+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.5
- calibrated_materiality_score: 0.5
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/0001104659-26-075730-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/tm2618313d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-075730
- JSON: https://secwatch.observer/filing/0001104659-26-075730.json
- Plain text: https://secwatch.observer/filing/0001104659-26-075730.txt

## Key facts
- Shareholder Votes
  IRONWOOD PHARMACEUTICALS INC shareholders approved Election of eight director nominees to serve on the board of directors for a one-year term at the 2026-06-16 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-16
  source text: 1. The stockholders elected eight director nominees, each to serve on the board of directors of the Company for a one-year term extending until the 2027 Annual Meeting of Stockholders and until his or her successor is duly elected and qualified, or until his or her death, resignation or removal, based on the following votes: Director Nominee For Withheld Broker Non-Votes Mark Currie, Ph.D. 107,222,711 2,414,993 15,446,984 Alexander Denner, Ph.D. 104,323,731 5,313,973 15,446,984 Jon Duane 105,956,515 3,681,189 15,446,984 Marla Kessler 107,142,336 2,495,368 15,446,984 Thomas McCourt 107,152,086 2,485,618 15,446,984 Julie McHugh 104,403,033 5,234,671 15,446,984 Catherine Moukheibir 106,410,985 3,226,719 15,446,984 Jay Shepard 107,209,046 2,428,658 15,446,984
  evidence_url: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/0001104659-26-075730-index.htm
- Shareholder Votes
  IRONWOOD PHARMACEUTICALS INC shareholders approved Ratification of KPMG LLP as independent registered public accounting firm for 2026 at the 2026-06-16 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-16
  source text: 4. The stockholders ratified the selection of KPMG LLP as the Company’s independent registered public accounting firm for 2026, based on the following votes: For Against Abstain Broker Non-Votes 121,957,895 2,783,154 343,639 -
  evidence_url: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/0001104659-26-075730-index.htm
- Shareholder Votes
  IRONWOOD PHARMACEUTICALS INC shareholders approved Advisory vote on compensation of named executive officers at the 2026-06-16 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-16
  source text: 2. The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company’s named executive officers, as disclosed in the Proxy Statement for the Annual Meeting, based on the following votes: For Against Abstain Broker Non-Votes 104,461,936 4,958,394 217,374 15,446,984
  evidence_url: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/0001104659-26-075730-index.htm
- Shareholder Votes
  IRONWOOD PHARMACEUTICALS INC shareholders approved Approval of Plan Amendment to increase authorized shares under the Amended and Restated 2019 Equity Incentive Plan at the 2026-06-16 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-06-16
  source text: 3. The stockholders approved the Plan Amendment, based on the following votes: For Against Abstain Broker Non-Votes 104,066,785 5,404,112 166,807 15,446,984
  evidence_url: https://www.sec.gov/Archives/edgar/data/1446847/000110465926075730/0001104659-26-075730-index.htm

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