UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2023 Annual Meeting of Stockholders of Agios Pharmaceuticals, Inc. (the “Company”) held on June 13, 2023 (the “Annual Meeting”), the Company’s stockholders approved the Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan (the “2023 Plan”), which had previously been adopted by the Company’s board of directors (the “Board”), subject to stockholder approval.
The description of the 2023 Plan contained on pages 94 to 106 of the Company’s proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 26, 2023, is incorporated herein by reference. A complete copy of the 2023 Plan is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| 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.
| 1. | The Company’s stockholders elected Rahul Ballal, Brian Goff and Cynthia Smith as Class I directors, each to serve for a three-year term expiring at the 2026 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 Withheld |
Broker Non-Votes |
||||||||||
| Rahul Ballal |
48,917,456 | 2,011,967 | 986,609 | |||||||||
| Brian Goff |
48,918,287 | 2,011,136 | 986,609 | |||||||||
| Cynthia Smith |
48,826,746 | 2,102,677 | 986,609 | |||||||||
| 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 | |||
| 46,289,192 | 4,630,627 | 9,604 | 986,609 |
| 3. | The Company’s stockholders approved the 2023 Plan. The results of the stockholders’ vote with respect to the approval of the 2023 Plan were as follows: |
| Votes For |
Votes |
Votes |
Broker | |||
| 27,268,226 | 23,635,666 | 25,531 | 986,609 |
| 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 | |||
| 50,024,364 | 1,876,012 | 15,656 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit |
Description of Exhibit | |
| 99.1 | Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 of registrant’s Registration Statement on Form S-8 (File No. 333-272615) filed with the SEC on June 13, 2023) | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL) | |
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 14, 2023 | By: | /s/ Brian Goff | ||||
| Brian Goff | ||||||
| Chief Executive Officer | ||||||