UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the 2025 Annual Meeting of Stockholders of Agios Pharmaceuticals, Inc. (the “Company”) held on June 18, 2025 (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 2,500,000 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 87 to 100 of the Company’s definitive proxy statement for the Annual Meeting, filed with the Securities and Exchange Commission (the “SEC”) on April 25, 2025, 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 5.07. | 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 Jacqualyn A. Fouse, Ph.D. and David Scadden, M.D. as Class III directors, each to serve for a three-year term expiring at the 2028 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, Ph.D. |
45,959,402 | 3,925,859 | 1,475,062 | |||||||||
| David Scadden, M.D. |
46,204,689 | 3,680,572 | 1,475,062 | |||||||||
| 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 | |||
| 46,843,926 | 3,024,905 | 16,430 | 1,475,062 |
| 3. | 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 | |||
| 31,683,420 | 18,197,324 | 4,517 | 1,475,062 |
| 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 | |||
| 51,200,808 | 136,734 | 22,781 | 0 |
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description of Exhibit | |
| 99.1 | Agios Pharmaceuticals, Inc. 2023 Stock Incentive Plan, as amended (incorporated by reference to Appendix A of the registrant’s Definitive Proxy Statement on Schedule 14A (File No. 001-36014) filed with the SEC on April 25, 2025) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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 18, 2025 | By: | /s/ Brian Goff | ||||
| Brian Goff | ||||||
| Chief Executive Officer | ||||||