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): September 12, 2006
Alnylam Pharmaceuticals, Inc.
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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000-50743
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77-0602661 |
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| (State or Other Juris-
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(Commission
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(IRS Employer |
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File Number)
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Identification No.) |
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| 300 Third Street, Cambridge, MA
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02142 |
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| (Address of Principal Executive Offices)
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(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-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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
Item 1.01. Entry into a Material Definitive Agreement.
On September 12, 2006, the Board of Directors (the “Board”) of Alnylam Pharmaceuticals, Inc.
(“Alnylam”) approved an increase in the equity compensation to be paid to members of the Board in
accordance with its 2004 Stock Incentive Plan. The changes were implemented after a review of
market compensation data wherein an adjustment in equity compensation was deemed appropriate. The
changes are as follows:
(1) Upon the commencement of service on the Board by any individual who is not then an
employee of Alnylam or any subsidiary of Alnylam, Alnylam will grant to such person a nonstatutory
stock option to purchase 30,000 shares of common stock of Alnylam, an increase of 5,000 shares; and
(2) On the date of each annual meeting of stockholders beginning with the 2007 annual meeting
of stockholders, Alnylam will grant a nonstatutory stock option to purchase 15,000 shares of common
stock of Alnylam, an increase of 5,000 shares, to each member of the Board (a) who is both serving
as a director immediately prior to and immediately following such annual meeting, (b) who is not
then an employee of Alnylam or any of Alnylam’s subsidiaries; and (c) who has served as a director
for at least six months.