UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 9, 2026, Voyager Therapeutics, Inc. (“Voyager”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, Voyager’s stockholders approved an amendment to Voyager’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”), to increase the number of authorized shares of the Company’s capital stock from 125,000,000 shares to 245,000,000 shares and to increase the number of authorized shares of Voyager’s common stock from 120,000,000 shares to 240,000,000 shares. The additional common stock authorized by the Certificate of Amendment has rights identical to Voyager’s currently outstanding common stock. Voyager filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 9, 2026.
The foregoing summary of the Certificate of Amendment is qualified in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto 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 2026 Annual Meeting.
| (a) | Voyager’s stockholders elected James A. Geraghty, Steven Hyman, M.D., and Alfred Sandrock, M.D., Ph.D., each to serve as a Class II director until the 2029 Annual Meeting of Stockholders and until such nominee’s successor has been duly elected and qualified, subject to such nominee’s earlier death, resignation, or removal. The results of the stockholders’ vote with respect to the election of such Class II directors were as follows: |
| Name | Votes For | Votes Withheld | Broker Non-Votes | ||||
| James A. Geraghty | 23,336,364 | 9,772,133 | 13,057,844 | ||||
| Steven Hyman, M.D. | 30,442,488 | 2,666,009 | 13,057,844 | ||||
| Alfred Sandrock, M.D., Ph.D. | 31,890,428 | 1,218,069 | 13,057,844 |
| (b) | Voyager’s stockholders approved a non-binding, advisory proposal regarding the compensation of Voyager’s named executive officers. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||
| 32,041,373 | 910,087 | 157,037 | 13,057,844 |
| (c) | Voyager’s stockholders ratified the appointment of Ernst & Young LLP as Voyager’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||
| 45,902,883 | 108,561 | 154,897 | - |
| (d) | Voyager’s stockholders approved an amendment to the Fifth Amended and Restated Certificate of Incorporation of Voyager Therapeutics, Inc. to increase the number of authorized shares of the Company’s capital stock from 125,000,000 shares to 245,000,000 shares and increase the number of authorized shares of common stock from 120,000,000 shares of common stock to 240,000,000 shares of common stock. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | ||||
| 43,464,491 | 2,593,426 | 108,424 | - |
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Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| Exhibit No. |
Description | |
| 3.1 | Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation, of Voyager Therapeutics, Inc. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
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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.
| Date: June 10, 2026 | VOYAGER THERAPEUTICS, INC. | |
| By: | /s/ Alfred Sandrock, M.D., Ph.D. | |
| Alfred Sandrock, M.D., Ph.D. | ||
Chief Executive Officer, President, and Director (Principal Executive Officer) | ||
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