Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Effective as of January 5, 2023, the Board of Directors (the "Board") of Alnylam
Pharmaceuticals, Inc. (the "Company"), following the recommendation of its
Nominating and Corporate Governance Committee, expanded the size of the
Company's Board from eleven to twelve and elected Dr. Carolyn R. Bertozzi to
fill the newly created vacancy. Dr. Bertozzi will serve as a Class III director
with a term expiring at the annual meeting of stockholders to be held in 2025.
As a non-employee director, Dr. Bertozzi will receive an annual cash fee of
$55,000. In addition, in connection with her election to the Board, on
January 5, 2023, Dr. Bertozzi received a stock option to purchase 4,268 shares
of the Company's common stock, having an aggregate grant date fair value equal
to $600,000.00 (rounded to the nearest share) using the Company's then current
Black-Scholes valuation model, vesting ratably in three annual installments
beginning on the one-year anniversary of the grant date, with an exercise price
of $225.68 per share. Beginning in the sixth month following her election,
Dr. Bertozzi will be eligible to receive an annual stock option award, in an
amount determined by the Board upon recommendation of the People, Culture and
Compensation Committee (currently such number of shares of the Company's common
stock with an aggregate grant date fair value equal to $400,000.00 (rounded to
the nearest share) using the Company's then current Black-Scholes valuation
model per the Company's compensation policy for non-employee directors), vesting
in full on the one-year anniversary of the grant date, with an exercise price
equal to the fair market value of the Company's common stock on the date of
grant. The Company will also reimburse Dr. Bertozzi for reasonable travel and
other related expenses incurred in connection with her service on the Board.
In addition, Dr. Bertozzi entered into an indemnification agreement with the
Company consistent with the form of the existing indemnification agreement
entered into between the Company and its non-employee directors.
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Item 8.01. Other Events.
On January 5, 2023, the Company issued a press release announcing the election
of Dr. Bertozzi. Included in such release, the Company also announced that,
effective January 5, 2023, Michael W. Bonney, the Executive Chair of the Board,
transitioned from the role of Executive Chair to serve as a director on the
Board and that Amy W. Schulman, the Lead Independent Director, has been
appointed by the Board to serve as Chair of the Board.
A copy of this press release is furnished as Exhibit 99.1 to this Report on Form
8-K. The information in this Item 8.01 and Exhibit 99.1 attached hereto is
intended to be furnished and shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as expressly set forth by specific
reference in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
The following exhibits shall be deemed to be furnished, and not filed:
99.1 Press Release dated January 5, 2023.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document).
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