Submission of Matters to a Vote of Security Holders - Form 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 23, 2022 (May 18, 2022)

Alnylam Pharmaceuticals, Inc.

Delaware		001-36407		77-0602661
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

675 West Kendall Street,
Henri A. Termeer Square
Cambridge, Massachusetts		02142
(Address of Principal Executive Offices)		(Zip Code)

Registrant's telephone number, including area code: (617)551-8200

Not applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (seeGeneral Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencementcommunications pursuant to Rule 14d-2(b)under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencementcommunications pursuant to Rule 13e-4(c)under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Trading Symbol(s)		Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share		ALNY		The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter)or Rule 12b-2of the Securities Exchange Act of 1934 (§240.12b-2of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07. Submission of Matters to a Vote of Security Holders

The 2022 Annual Meeting of Stockholders (the "Annual Meeting") of Alnylam Pharmaceuticals, Inc. (the "Company") was held on May 18, 2022. As of March 28, 2022, the record date for the Annual Meeting, 120,718,462 shares of the Company's common stock were issued and outstanding. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

1. The Company's stockholders re-electedthe three persons listed below as Class III directors, each to serve until the Company's 2025 annual meeting of stockholders or until her successor is duly elected and qualified. The voting results were as follows:

		Votes For			Votes Against			Abstentions			Broker Non-Votes
Margaret A. Hamburg, M.D.			103,694,086				2,137,148				28,581				4,486,234
Colleen F. Reitan			105,011,439				835,726				12,650				4,486,234
Amy W. Schulman			101,990,270				3,856,744				12,801				4,486,234

The terms of office of the following directors continued after the Annual Meeting:

Dennis A. Ausiello, M.D.

Michael W. Bonney

Olivier Brandicourt, M.D.

Marsha H. Fanucci

Yvonne L. Greenstreet, MBChB, MBA

David E.I. Pyott

Phillip A. Sharp, Ph.D.

2. The Company's stockholders approved the proposed Amendment and Restatement of the Company's 2018 Stock Incentive Plan, as amended. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
93,418,119		12,424,671		17,025		4,486,234

3. The Company's stockholders approved, in a non-bindingadvisory vote, the compensation of the Company's named executive officers. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
95,318,086		10,517,203		24,526		4,486,234

4. The Company's stockholders ratified the appointment by the Company's Board of Directors of PricewaterhouseCoopers LLP as the Company's independent auditors for the fiscal year ending December 31, 2022. The voting results were as follows:

Votes For		Votes Against		Abstentions		Broker Non-Votes
109,725,390		611,520		9,139		0

Item 9.01. Financial Statements and Exhibits

(d)

Exhibits

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ALNYLAM PHARMACEUTICALS, INC.
Date: May 23, 2022			By:		/s/ Jeffrey V. Poulton
			Jeffrey V. Poulton Executive Vice President, Chief Financial Officer