Item 5.02 Departure of Directors or Certain Officers; Election of Directors;


          Appointment of Certain Officers; Compensatory Arrangements of Certain
          Officers.

(d) Appointment of Allene M. Diaz to the Board of Directors

On June 2, 2021, the Board of Directors ("Board") of Ionis Pharmaceuticals, Inc. (the "Company") appointed Allene M. Diaz as a member of the Company's Board effective June 3, 2021. Ms. Diaz will also serve on the Company's Compliance Committee.

Ms. Diaz has led AMD Consulting, a new product strategy and portfolio management consulting practice, since 2020 and currently serves as Senior Consultant to Xilio Therapeutics. Previously, Ms. Diaz served in senior executive positions at GlaxoSmithKline and TESARO. Prior to that she held a variety of commercial leadership roles in the EMD Serono and Merck Serono divisions of Merck KGaA.

There are no arrangements or understandings between Ms. Diaz and any other persons pursuant to which Ms. Diaz was appointed as a director of the Company.

Ms. Diaz will receive the standard compensation that the Company provides to its non-employee directors consisting of cash compensation and automatic equity grants as set forth in the Company's Board Compensation Policy filed as an exhibit to the Company's Quarterly Report on Form 10-Q filed on May 5, 2021, as amended from time to time.

In addition, Ms. Diaz will enter into the Company's standard form of indemnity agreement.

A copy of the press release announcing the appointment of Ms. Diaz is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

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

The Company held its virtual Annual Meeting of Stockholders on June 2, 2021. The stockholders considered four proposals, each of which is described in more detail in the Company's definitive proxy statement dated April 23, 2021.



Proposal 1:  Election of directors to hold office until the 2024 Annual Meeting:

                                      BROKER NON-
                   FOR      WITHHELD     VOTES
Brett Monia    105,486,967 9,788,827  11,364,138
Frederick Muto 62,824,930  52,450,864 11,364,138
Peter Reikes   103,563,764 11,712,030 11,364,138

The Company's stockholders elected the foregoing candidates by affirmative votes by a majority of the votes of the shares represented in person or by proxy at the meeting and entitled to vote in the election of directors.

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Proposal 2: Approve an amendment of the Ionis Pharmaceuticals, Inc. 2011 Equity Incentive Plan:



FOR         AGAINST   ABSTAIN BROKER NON-VOTES
99,462,636 15,689,495 123,663    11,364,138

The Company's stockholders approved the foregoing proposal.

Proposal 3: Approval, on an advisory basis, of the compensation paid to the Company's executive officers, including the following resolution:

"RESOLVED, that Ionis' stockholders approve, on an advisory basis, the compensation of the named executive officers, as disclosed in this Proxy Statement for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission."



FOR          AGAINST   ABSTAIN BROKER NON-VOTES
103,175,839 11,890,249 209,706    11,364,138

The Company's stockholders approved the foregoing proposal.

Proposal 4: Ratify the Audit Committee's selection of Ernst & Young LLP as independent auditors for the 2021 fiscal year:



FOR          AGAINST  ABSTAIN BROKER NON-VOTES
124,715,229 1,834,317 90,386         0

The Company's stockholders approved the foregoing proposal.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit No. Description

   99.1     Press Release dated June 2, 2021.

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

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