- Advises Shareholders That No Action Is Required at This Time -
CAMBRIDGE, Mass.--(BUSINESS WIRE)--
Ironwood
Pharmaceuticals, Inc. (NASDAQ: IRWD), a commercial biotech company,
today announced that it has received notice from Sarissa Capital
Management LP ("Sarissa") that it intends to nominate its chief
investment officer Alex Denner to stand for election to the Ironwood
Board of Directors at Ironwood's 2018 Annual Meeting of Shareholders.
Ironwood's Board and management team will consider the input of its
shareholders prior to the Board making a recommendation in Ironwood's
definitive proxy statement.
Ironwood maintains open and ongoing communications with its shareholders
and welcomes views and opinions that may advance its goal of creating
shareholder value. Members of Ironwood's management team had one
introductory meeting with Sarissa's representatives prior to Sarissa
notifying the company of their intention to nominate a director
candidate. Ironwood remains open to continuing a constructive dialogue.
Ironwood has a diverse, experienced and owner-oriented Board comprised
of nine directors, eight of whom are independent. Collectively, the
Board has significant experience that is critical to our business,
including in capital allocation and finance, business strategy, customer
and market insights, and senior leadership in both small,
entrepreneurial companies and in large pharmaceutical organizations.
Ironwood also has a refreshed Board, having added six new independent
directors since 2013. The average tenure of our independent directors as
of our 2017 Annual Meeting of Shareholders was five years. The interests
of our Board are directly aligned with shareholders, as all Ironwood
directors are shareholders in the company, and each director is
generally required to hold all shares of stock acquired as payment for
his or her service as a director throughout his or her term on the Board.
The Ironwood Board regularly reviews its composition on behalf of its
shareholders to ensure that it has the skills and expertise to match the
demands of the company's strategy. The Board's Governance and Nominating
Committee has a thorough process in place for evaluating prospective
directors and will carefully review and consider Sarissa's nomination.
Shareholders are not required to take any action at this time. The
Ironwood Board will present its recommendation regarding director
nominations in the Company's definitive proxy statement to be filed with
the U.S. Securities and Exchange Commission. Ironwood has not yet
announced the date of its 2018 Annual Meeting of Shareholders.
About Ironwood Pharmaceuticals
Ironwood Pharmaceuticals (NASDAQ: IRWD) is a commercial biotechnology
company focused on creating medicines that make a difference for
patients, building value for our fellow shareholders, and empowering our
passionate team. We are commercializing two innovative primary care
products: linaclotide, the U.S. branded prescription market leader for
adults with irritable bowel syndrome with constipation (IBS-C) or
chronic idiopathic constipation (CIC), and lesinurad, which is approved
to be taken with a xanthine oxidase inhibitor (XOI), or as a fixed-dose
combination with allopurinol, for the treatment of hyperuricemia
associated with gout. We are also advancing a pipeline of innovative
product candidates in areas of significant unmet need, including
uncontrolled gastroesophageal reflux disease, diabetic nephropathy,
heart failure with preserved ejection fraction, achalasia and sickle
cell disease. Ironwood was founded in 1998 and is headquartered
in Cambridge, Mass. For more information, please visit www.ironwoodpharma.com
or www.twitter.com/ironwoodpharma;
information that may be important to investors will be routinely posted
in both these locations.
Additional Information
Ironwood, its directors and certain of its executive officers may be
deemed to be participants in the solicitation of proxies from
shareholders in connection with the matters to be considered at the
Company's 2018 Annual Meeting of Shareholders. The Company intends to
file a proxy statement and WHITE proxy card with the U.S. Securities and
Exchange Commission (the "SEC") in connection with any such solicitation
of proxies from shareholders. SHAREHOLDERS ARE STRONGLY ENCOURAGED TO
READ ANY SUCH PROXY STATEMENT AND ACCOMPANYING WHITE PROXY CARD WHEN
THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION.
Information regarding the ownership of the Company's directors and
executive officers in Company stock and other securities is included in
their SEC filings on Forms 3, 4, and 5, which can be found through the
Company's website (www.ironwoodpharma.com)
in the section "Investors" or through the SEC's website at www.sec.gov.
Additional information about Ironwood's directors and executive officers
and their interests is set forth in Ironwood's Annual Report on Form
10-K for the fiscal year ended December 31, 2017, which was filed with
the SEC on February 22, 2018, and Ironwood's proxy statement for its
2017 Annual Meeting of Shareholders, which was filed with the SEC on
April 18, 2017, and in the Company's other SEC filings, which can be
found through the Company's website (www.ironwoodpharma.com)
in the section "Investors" or through the SEC's website at www.sec.gov.
More detailed and updated information regarding the identity of
potential participants, and their direct or indirect interests, by
security holdings or otherwise, will be set forth in the proxy statement
and other materials to be filed with the SEC in connection with the
Company's 2018 Annual Meeting of Shareholders. Shareholders will be able
to obtain any proxy statement, any amendments or supplements to the
proxy statement and other documents filed by the Company with the SEC
for no charge at the SEC's website at www.sec.gov.
Copies will also be available at no charge at the Company's website at www.ironwoodpharma.com.
View source version on businesswire.com: https://www.businesswire.com/news/home/20180409005631/en/
Investors:
Ironwood Pharmaceuticals
Meredith Kaya,
617-374-5082
Vice President, Investor Relations and Corporate
Communications
mkaya@ironwoodpharma.com
or
Media:
Joele
Frank, Wilkinson Brimmer Katcher
Andi Rose / Mahmoud Siddig,
212-355-4449
Source: Ironwood Pharmaceuticals, Inc.
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