Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · Submission of Matters to a Vote of Security Holders
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. At the 2026 Annual Meeting of Stockholders of Agios Pharmaceuticals, Inc. (the “Company”) held on June 18, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2023 Plan Amendment”) to the Agios Pharmaceuticals, Inc.…
Filed Jun 18, 2026Accepted Jun 18, 2026, 4:13 PM EDTCIK 1439222Accession 0001193125-26-275879
At Agios, our vision is to redefine the future of rare disease treatment. Fueled by connections, we build trusted partnerships with communities - collaborating to develop and deliver innovative medicines that have the potential to transform lives. With a foundation in hematology, we combine biological expertise with real-world insights to advance a growing pipeline of rare disease medicines that reflect the priorities of the people we serve. Agios is a commercial-stage biopharmaceutical company headquartered in Cambridge, Massachusetts. To learn more, visit www.agios.com and follow us on LinkedIn and X.
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Item 5.02Item 5.02 - Departure/Election of Directors
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
At the 2026 Annual Meeting of Stockholders of Agios Pharmaceuticals, Inc. (the “Company”) held on June 18, 2026 (the “Annual Meeting”), the Company’s stockholders approved an amendment (the “2023 Plan Amendment”) to the Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan (the “Current Plan”). The 2023 Plan Amendment, which had previously been adopted by the Company’s board of directors (the “Board”) subject to stockholder approval, increases the number of shares of common stock of the Company available for issuance under the Current Plan by 2,000,000 shares and increases the number of shares of common stock of the Company that may be issued as incentive stock options by the same number.
The description of the Current Plan, as amended by the 2023 Plan Amendment, contained on pages 90 to 103 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 24, 2026, is incorporated herein by reference. A complete copy of the Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan, as amended, is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Item 5.07Item 5.07 - Submission of Matters to Vote
Item 5.07. Submission of Matters to a Vote of Security Holders.
The following is a summary of the matters voted on at the Annual Meeting.
The Company’s stockholders elected Rahul Ballal, Ph. D., Brian Goff and Cynthia Smith as Class I directors, each to serve for a three-year term expiring at the 2029 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows:
Votes For Votes Broker
Withheld Non-Votes
───────────────────────────────────────────────────────────────────────
Rahul Ballal, Ph. D. 40,145,081 5,943,999 2,554,446
Brian Goff 45,757,238 331,843 2,554,446
Cynthia Smith 31,496,376 14,592,704 2,554,446
The Company’s stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers. The results of the stockholders’ non-binding, advisory vote with respect to compensation paid to the Company’s named executive officers were as follows:
Votes For Votes Votes Broker
Against Abstaining Non-Votes
────────────────────────────────────────────────────────────
43,396,045 1,086,059 1,606,976 2,554,446
The Company’s stockholders approved the 2023 Plan Amendment. The results of the stockholders’ vote with respect to the approval of the 2023 Plan Amendment were as follows:
Votes For Votes Votes Broker
Against Abstaining Non-Votes
────────────────────────────────────────────────────────────
43,549,751 2,527,678 11,651 2,554,446
The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the current fiscal year. The results of the stockholders’ vote with respect to such ratification were as follows:
Votes For Votes Votes Broker
Against Abstaining Non-Votes
──────────────────────────────────────────────────────────
48,511,213 116,938 15,376 0