Additional Proxy Soliciting Materials (definitive) (defa14a)
April 22 2021 - 4:17PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant x
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Filed by a
Party other than the Registrant ¨
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Check the
appropriate box:
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¨
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Preliminary
Proxy Statement
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Confidential, for Use
of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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x
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Definitive Additional
Materials
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Soliciting Material under
§240.14a-12
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IRONWOOD
PHARMACEUTICALS, INC.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of
Filing Fee (Check the appropriate box):
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x
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No fee required.
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¨
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously
with preliminary materials.
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Check box
if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount
Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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Your Vote Counts! IRONWOOD PHARMACEUTICALS, INC.
2021 Annual Meeting Vote by June 1, 2021 11:59 PM ETIRONWOOD PHARMACEUTICALS, INC. 100 SUMMER STREET, SUITE 2300 BOSTON, MA 02110D43116-P53341You
invested in IRONWOOD PHARMACEUTICALS, INC. and it’s time to vote! You have the right to vote on proposals being presented at the
Annual Meeting. This is an important notice regarding the availability of proxy material for the stockholder meeting to be held on June
2, 2021. Get informed before you vote View the Notice, Proxy Statement and Annual Report on Form 10-K online OR you can receive a free
paper or email copy of the material(s) by requesting prior to May 19, 2021. If you would like to request a copy of the material(s) for
this and/or future stockholder meetings, you may (1) visit www.ProxyVote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com.
If sending an email, please include your control number (indicated below) in the subject line. Unless requested, you will not otherwise
receive a paper or email copy.For complete information and to vote, visit www.ProxyVote.com Control #Smartphone users Point your camera
here and vote without entering a control numberVirtually at:Vote Virtually at the Meeting* June 2, 2021 9:00 AM, Eastern Timewww.virtualshareholdermeeting.com/IRWD2021*Please
check the meeting materials for any special requirements for meeting attendance.V1
Vote at www.ProxyVote.comTHIS IS NOT A VOTABLE
BALLOT This is an overview of the proposals being presented at the upcoming stockholder meeting. Please follow the instructions on the
reverse side to access and review the proxy materials, which contain important information, and to vote these important matters.Voting
Items 1. Election of Directors Nominees: Class I 01) Mark G. Currie, Ph.D. 02) Alexander J. Denner, Ph.D. 03) Jon R. Duane Class II 04)
Marla L. Kessler 05) Catherine Moukheibir 06) Lawrence S. Olanoff, M.D., Ph.D. 07) Jay P. ShepardBoard RecommendsFor2. Approval, by non-binding
advisory vote, of the compensation paid to the named executive officers. 3. Ratification of the selection of Ernst & Young LLP as
the Company’s independent registered public accounting firm for 2021. NOTE: In their discretion, the Proxies are authorized to
vote upon such other business as may properly come before the meeting or any adjournment or postponement thereof.For ForPrefer to receive
an email instead? While voting on www.ProxyVote.com, be sure to click “Sign up for E-delivery”.D43117-P53341
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