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): January 23, 2019

VERTEX PHARMACEUTICALS INCORPORATED
(Exact name of registrant as specified in its charter)

MASSACHUSETTS
(State or other jurisdiction of incorporation)
  
000-19319
(Commission File Number)
  
04-3039129
(IRS Employer Identification No.)

50 Northern Avenue
Boston, Massachusetts  02210
(Address of principal executive offices) (Zip Code)

(617) 341-6100
(Registrant's telephone number, including area code)


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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-2 of the Securities Exchange Act of 1934 (§240.12b-2 of 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 5.02.  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On January 23, 2019, Ian Smith was terminated from his positions as our executive vice president and chief operating officer and interim chief financial officer.  Mr. Smith’s termination is the result of personal behavior found by us and our board of directors to violate Vertex’s Code of Conduct and values and is unrelated to our financial and business performance.

(c) Paul Silva, age 52, our senior vice president and corporate controller, was appointed our interim chief financial officer on January 23, 2019.  Additional biographical information regarding Mr. Silva can be found in our Annual Report on Form 10-K for the fiscal year ended December 31, 2017.





SIGNATURES

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.


   
VERTEX PHARMACEUTICALS INCORPORATED
  
   
(Registrant)
  
       
Date:  January 23, 2019
  
/s/ Michael Parini
  
   
Michael Parini
Executive Vice President and Chief Legal and Administrative Officer