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IRONWOOD PHARMACEUTICALS INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and IRONWOOD PHARMACEUTICALS INC.’s Form 8-K, filed 2025-06-12 (Item 5.07 on EDGAR). Page generated 04 October 2026.

12Ballot items
182Asset managers
1,957Fund votes
2025-06-10Meeting date

Proxy season: 2023-2024 2024-2025 2025-2026

Explore IRONWOOD PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by IRONWOOD PHARMACEUTICALS INC.

These tallies are IRONWOOD PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed 2025-06-12 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

IRONWOOD PHARMACEUTICALS INC. — official shareholder meeting results, meeting held 2025-06-10
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Outcome
Elect Director: Mark Currie, Ph.D.	110,739,267	--	--	2,925,704	17,527,704	Majority: yes
Elect Director: Alexander Denner, Ph.D.	108,426,760	--	--	5,238,211	17,527,704	Majority: yes
Elect Director: Andrew Dreyfus	110,282,918	--	--	3,382,053	17,527,704	Majority: yes
Elect Director: Jon Duane	109,604,574	--	--	4,060,397	17,527,704	Majority: yes
Elect Director: Marla Kessler	110,720,078	--	--	2,944,893	17,527,704	Majority: yes
Elect Director: Thomas McCourt	110,995,716	--	--	2,669,255	17,527,704	Majority: yes
Elect Director: Julie McHugh	109,518,572	--	--	4,146,399	17,527,704	Majority: yes
Elect Director: Catherine Moukheibir	110,936,589	--	--	2,728,382	17,527,704	Majority: yes
Elect Director: Jay Shepard	111,094,136	--	--	2,570,835	17,527,704	Majority: yes
Proposal 2: The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the following votes:	110,089,576	3,511,070	64,325	--	17,527,704	Majority: yes
Proposal 3: The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025, based on the following votes:	128,241,210	2,621,956	329,509	--	--	Majority: yes

Source: IRONWOOD PHARMACEUTICALS INC., Form 8-K, filed with the SEC on 2025-06-12 — read the filing on EDGAR.

How asset managers voted at the IRONWOOD PHARMACEUTICALS INC. 2024-2025 meeting

Each item below shows how the 182 asset managers that disclosed a IRONWOOD PHARMACEUTICALS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 110,089,576AGAINST: 3,511,070

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Proposal 2: The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the ”): 110,089,576 for, 3,511,070 against, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 2% against (70% of the company cast a for/against vote).

The 180 asset managers below cast 99.0% of the shares they voted on this item FOR. Fund share totals are not shown for this item: fund-reported shares overlap across filings (an adviser and the funds it manages can each report the same shares), and here their sum exceeds the total votes cast at the meeting.

FOR 94%

FOR: 94.4%AGAINST: 0.9%ABSTAIN: 4.7%NOT VOTED: 0.0%

Largest asset managers voting on “APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE OFFICERS.” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Vote
Vanguard	15,686,506	0	0	For
ARMISTICE CAPITAL, LLC	13,951,079	0	0	For
Sarissa Capital Management LP	13,797,028	0	0	For
BlackRock	11,237,129	5,337	0	For
Renaissance	7,655,554	0	0	For
Kynam Capital Management, LP	0	0	5,650,928	Abstain
Charles Schwab	5,069,390	0	0	For
Federated Hermes	4,124,402	0	0	For
Fidelity	4,093,935	0	0	For
GEODE CAPITAL MANAGEMENT, LLC	3,394,921	0	0	For
State Street	3,123,738	0	0	For
Two Sigma	2,885,467	0	0	For
AQR	2,380,517	0	0	For
LSV ASSET MANAGEMENT	2,131,995	0	0	For
Goldman Sachs	1,749,951	0	0	For
BRAIDWELL LP	1,679,037	0	0	For
Pacer Funds Trust	1,603,563	0	0	For
JUPITER ASSET MANAGEMENT LTD	1,544,000	0	0	For
SEI	1,412,037	0	0	For
Connor, Clark & Lunn Investment Management Ltd.	1,058,644	0	0	For
MARSHALL WACE, LLP	1,053,026	0	0	For
JACOBS LEVY EQUITY MANAGEMENT, INC	996,265	0	0	For
Northern Trust	908,066	0	0	For
Royce	735,436	0	0	For
Citadel	662,221	0	0	For

Showing the 25 largest of 180 asset managers. See all 180 in the interactive database.

2. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Alexander Denner, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 108,426,760WITHHELD: 5,238,211

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Alexander Denner, Ph.D.”): 108,426,760 for, 5,238,211 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 67% for, 3% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (36,147,981 for, 0 against).

FOR 99.9%

FOR: 36,147,981 (99.9%)ABSTAIN: 20,063 (0.1%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Vanguard	14,434,041	For
BlackRock	6,325,266	For
Fidelity	3,547,788	For
Charles Schwab	2,534,695	For
Federated Hermes	2,014,790	For
Pacer Funds Trust	1,603,563	For
Royce	709,188	For
SEI	705,320	For
Equitable	369,327	For
Amplify ETF Trust	322,005	For
Bridge Builder Trust	296,929	For
AQR	262,577	For
QUANTITATIVE MASTER SERIES LLC	244,129	For
Northern Lights Fund Trust IV	231,825	For
ETF Series Solutions	167,366	For
OPTIMUM FUND TRUST	167,200	For
Goldman Sachs	151,228	For
ADVISORS' INNER CIRCLE FUND	145,100	For
Putnam	139,297	For
State Street	132,759	For
Invesco	129,711	For
CLEARWATER INVESTMENT TRUST	112,134	For
WisdomTree	107,168	For
Lincoln Financial	102,972	For
ETFis Series Trust I	100,851	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

3. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Andrew Dreyfus

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 110,282,918WITHHELD: 3,382,053

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Andrew Dreyfus”): 110,282,918 for, 3,382,053 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (35,839,176 for, 0 against).

FOR 99.0%

FOR: 35,839,176 (99.1%)ABSTAIN: 328,868 (0.9%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	0	322,005	Abstain
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,759	0	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

4. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Catherine Moukheibir

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 110,936,589WITHHELD: 2,728,382

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Catherine Moukheibir”): 110,936,589 for, 2,728,382 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 69% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (36,017,194 for, 0 against).

FOR 99.5%

FOR: 36,017,194 (99.6%)ABSTAIN: 150,850 (0.4%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	224,767	144,560	For
Amplify ETF Trust	322,005	0	For
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,759	0	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

5. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Jay Shepard

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 111,094,136WITHHELD: 2,570,835

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jay Shepard”): 111,094,136 for, 2,570,835 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 69% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (36,161,754 for, 0 against).

FOR 99.9%

FOR: 36,161,754 (100.0%)ABSTAIN: 6,290 (0.0%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Vanguard	14,434,041	For
BlackRock	6,325,266	For
Fidelity	3,547,788	For
Charles Schwab	2,534,695	For
Federated Hermes	2,014,790	For
Pacer Funds Trust	1,603,563	For
Royce	709,188	For
SEI	705,320	For
Equitable	369,327	For
Amplify ETF Trust	322,005	For
Bridge Builder Trust	296,929	For
AQR	262,577	For
QUANTITATIVE MASTER SERIES LLC	244,129	For
Northern Lights Fund Trust IV	231,825	For
ETF Series Solutions	167,366	For
OPTIMUM FUND TRUST	167,200	For
Goldman Sachs	151,228	For
ADVISORS' INNER CIRCLE FUND	145,100	For
Putnam	139,297	For
State Street	132,759	For
Invesco	129,711	For
CLEARWATER INVESTMENT TRUST	112,134	For
WisdomTree	107,168	For
Lincoln Financial	102,972	For
ETFis Series Trust I	100,851	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

6. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Jon Duane

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 109,604,574WITHHELD: 4,060,397

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jon Duane”): 109,604,574 for, 4,060,397 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 3% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (35,825,403 for, 0 against).

FOR 99.0%

FOR: 35,825,403 (99.1%)ABSTAIN: 342,641 (0.9%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	0	322,005	Abstain
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,759	0	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

7. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Julie McHugh

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%

FOR: 109,518,572WITHHELD: 4,146,399

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Julie McHugh”): 109,518,572 for, 4,146,399 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 3% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (36,147,964 for, 0 against).

FOR 99.9%

FOR: 36,147,964 (99.9%)ABSTAIN: 20,080 (0.1%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	322,005	0	For
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,742	17	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

8. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Mark Currie, Ph.D.

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 110,739,267WITHHELD: 2,925,704

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Mark Currie, Ph.D.”): 110,739,267 for, 2,925,704 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (35,839,176 for, 0 against).

FOR 99.0%

FOR: 35,839,176 (99.1%)ABSTAIN: 328,868 (0.9%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	0	322,005	Abstain
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,759	0	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

9. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Marla Kessler

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 5 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%

FOR: 110,720,078WITHHELD: 2,944,893

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Marla Kessler”): 110,720,078 for, 2,944,893 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 68% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (35,839,176 for, 0 against).

FOR 99.0%

FOR: 35,839,176 (99.1%)ABSTAIN: 328,868 (0.9%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Abstain	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	0	322,005	Abstain
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,759	0	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

10. Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term extending until the 2026 annual meeting of stockholders and their successors are duly elected and qualified: Thomas McCourt

DIRECTOR ELECTIONSMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 6 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 110,995,716WITHHELD: 2,669,255

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Thomas McCourt”): 110,995,716 for, 2,669,255 withheld, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 69% for, 2% withheld (70% of the company cast a for/withheld vote).

The 59 asset managers below cast 100% of the shares they voted on this item FOR (36,161,754 for, 0 against).

FOR 99.9%

FOR: 36,161,754 (100.0%)ABSTAIN: 6,290 (0.0%)

Largest asset managers voting on “Election of Directors. To elect nine director nominees numbered 01 through 09 to serve for a one-year term ext” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Vote
Vanguard	14,434,041	For
BlackRock	6,325,266	For
Fidelity	3,547,788	For
Charles Schwab	2,534,695	For
Federated Hermes	2,014,790	For
Pacer Funds Trust	1,603,563	For
Royce	709,188	For
SEI	705,320	For
Equitable	369,327	For
Amplify ETF Trust	322,005	For
Bridge Builder Trust	296,929	For
AQR	262,577	For
QUANTITATIVE MASTER SERIES LLC	244,129	For
Northern Lights Fund Trust IV	231,825	For
ETF Series Solutions	167,366	For
OPTIMUM FUND TRUST	167,200	For
Goldman Sachs	151,228	For
ADVISORS' INNER CIRCLE FUND	145,100	For
Putnam	139,297	For
State Street	132,759	For
Invesco	129,711	For
CLEARWATER INVESTMENT TRUST	112,134	For
WisdomTree	107,168	For
Lincoln Financial	102,972	For
ETFis Series Trust I	100,851	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

11. RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS IRONWOOD PHARMACEUTICALS, INC.'S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2025.

AUDIT-RELATEDMajority of the votes cast: yes

Meeting held 2025-06-10.

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%

FOR: 128,241,210AGAINST: 2,621,956

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Proposal 3: The stockholders ratified the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2025, based on the following votes:”): 128,241,210 for, 2,621,956 against, per its Form 8-K filed 2025-06-12 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 79% for, 2% against (81% of the company cast a for/against vote).

The 59 asset managers below cast 99.9% of the shares they voted on this item FOR (36,168,027 for, 17 against).

FOR 99.9%

FOR: 36,168,027 (100.0%)AGAINST: 17 (0.0%)

Largest asset managers voting on “RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS IRONWOOD PHARMACEUTICALS, INC.'S INDEPENDENT REGISTERED ” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Vote
Vanguard	14,434,041	0	For
BlackRock	6,325,266	0	For
Fidelity	3,547,788	0	For
Charles Schwab	2,534,695	0	For
Federated Hermes	2,014,790	0	For
Pacer Funds Trust	1,603,563	0	For
Royce	709,188	0	For
SEI	705,320	0	For
Equitable	369,327	0	For
Amplify ETF Trust	322,005	0	For
Bridge Builder Trust	296,929	0	For
AQR	262,577	0	For
QUANTITATIVE MASTER SERIES LLC	244,129	0	For
Northern Lights Fund Trust IV	231,825	0	For
ETF Series Solutions	167,366	0	For
OPTIMUM FUND TRUST	167,200	0	For
Goldman Sachs	151,228	0	For
ADVISORS' INNER CIRCLE FUND	145,100	0	For
Putnam	139,297	0	For
State Street	132,742	17	For
Invesco	129,711	0	For
CLEARWATER INVESTMENT TRUST	112,134	0	For
WisdomTree	107,168	0	For
Lincoln Financial	102,972	0	For
ETFis Series Trust I	100,851	0	For

Showing the 25 largest of 59 asset managers. See all 59 in the interactive database.

12. Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.

SECTION 14A SAY-ON-PAY VOTESMajority of the votes cast: yes

Meeting held 2024-06-18 (outside the 2024-2025 season's 1 July to 30 June window; reported in this season's filings).

Combines 2 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 127,439,687AGAINST: 7,953,508

IRONWOOD PHARMACEUTICALS INC.’s own tally for this item (“Proposal 2: The stockholders approved, on a non-binding advisory basis, the compensation paid to the Company's named executive officers, as disclosed in the Company's proxy statement for the Annual Meeting, based on the ”): 127,439,687 for, 7,953,508 against, per its Form 8-K filed 2024-06-21 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item. Of all 161,809,432 outstanding shares: 79% for, 5% against (84% of the company cast a for/against vote).

The 2 asset managers below cast 100% of the shares they voted on this item FOR (3,987 for, 0 against).

FOR 100%

FOR: 3,987 (100.0%)

Largest asset managers voting on “Approval, by non-binding advisory vote, of the compensation paid to the named executive officers.” at IRONWOOD PHARMACEUTICALS INC., 2024-2025
Asset manager	For	Against	Abstain	Withheld	Vote
COLDSTREAM CAPITAL MANAGEMENT INC	3,987	0	0	0	For
Echo45 Advisors LLC	0	0	0	0	--

Largest IRONWOOD PHARMACEUTICALS INC. shareholders voting in 2024-2025

Ranked by the number of IRONWOOD PHARMACEUTICALS INC. shares each manager voted on the most widely held ballot item of the 2024-2025 meeting, shown as a share of the 161,809,432 shares outstanding at the time of that meeting.

Top IRONWOOD PHARMACEUTICALS INC. shareholders by shares voted, 2024-2025
#	Asset manager	% of shares outstanding
1	Vanguard	9.69%
2	ARMISTICE CAPITAL, LLC	8.62%
3	Sarissa Capital Management LP	8.53%
4	BlackRock	6.95%
5	Renaissance	4.73%
6	Kynam Capital Management, LP	3.49%
7	Charles Schwab	3.13%
8	Federated Hermes	2.55%
9	Fidelity	2.53%
10	GEODE CAPITAL MANAGEMENT, LLC	2.10%

Reported IRONWOOD PHARMACEUTICALS INC. ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

IRONWOOD PHARMACEUTICALS INC. beneficial owners on record for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Alexander Denner, Ph.D.	10.23%	DEF14A
Sarissa Capital Management LP	10.13%	DEF14A
Vanguard Group	9.70%	13F
Armistice Capital, LLC	9.29%	13G
BlackRock	7.34%	13F
Pacer US Small Cap Cash Cows ETF	7.24%	13G
BANK OF AMERICA CORP /DE/	6.16%	13G
Renaissance Technologies	6.14%	13F
Millennium Management	3.93%	13F
STATE STREET CORPORATION	2.16%	13G

Percentages above are of 161,809,432 shares outstanding, as reported by IRONWOOD PHARMACEUTICALS INC. on its Form 10-Q dated 2025-03-31 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from IRONWOOD PHARMACEUTICALS INC.’s 10-Q dated 2025-03-31. This page is a static snapshot rebuilt weekly on 04 October 2026; a live search always shows the current data.

At IRONWOOD PHARMACEUTICALS INC.'s shareholder meeting held 2025-06-10, in the 2024-2025 proxy season, 182 asset managers reported how they voted on 12 ballot items in their SEC Form N-PX filings, covering 1,957 separate fund positions. On the most widely held item on that ballot — APPROVAL, BY NON-BINDING ADVISORY VOTE, OF THE COMPENSATION PAID TO THE NAMED EXECUTIVE… — FOR was 97% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: IRONWOOD PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on 2025-06-12.

IRONWOOD PHARMACEUTICALS INC. proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.