UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
Agios Pharmaceuticals, Inc. (the “Company”) held its Annual Meeting of Stockholders on June 21, 2022. The following is a summary of the matters voted on at that meeting.
| 1. | The Company’s stockholders elected Jacqualyn A. Fouse, David Scadden and David P. Schenkein as class III directors, each to serve for a three-year term expiring at the 2025 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 III directors were as follows: |
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| Jacqualyn A. Fouse |
48,532,948 | 1,023,074 | 1,165,431 | |||||||||
| David Scadden |
48,466,852 | 1,089,170 | 1,165,431 | |||||||||
| David P. Schenkein |
45,444,958 | 4,111,064 | 1,165,431 | |||||||||
| 2. | 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 | |||
| 45,023,409 | 4,523,606 | 9,007 | 1,165,431 |
| 3. | The Company’s stockholders recommended, in a non-binding, advisory vote, that future advisory votes on the compensation paid to its named executive officers would be held every year. The results of the stockholders’ non-binding, advisory vote with respect to the frequency of future advisory votes on the compensation paid to the Company’s named executive officers were as follows: |
| Every 1 Year |
Every 2 Years |
Every 3 Years |
Votes |
Broker | ||||
| 48,699,567 | 18,146 | 831,921 | 6,388 | 1,165,431 |
After taking into consideration the foregoing voting results and the prior recommendation of the Company’s Board of Directors (the “Board”) in favor of an annual stockholder advisory vote on the compensation of the Company’s named executive officers, the Board intends to hold future advisory votes on the compensation of the Company’s named executive officers every year.
| 4. | 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 | |||
| 50,564,842 | 139,866 | 16,746 | 0 |
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.
| AGIOS PHARMACEUTICALS, INC. | ||||||
| Date: June 22, 2022 | By: | /s/ Jacqualyn A. Fouse, Ph.D. | ||||
| Jacqualyn A. Fouse, Ph.D. | ||||||
| Chief Executive Officer | ||||||