UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 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 | ||||||
Document and Entity Information |
Jun. 13, 2023 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001439222 |
| Document Type | 8-K |
| Document Period End Date | Jun. 13, 2023 |
| Entity Registrant Name | Agios Pharmaceuticals, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-36014 |
| Entity Tax Identification Number | 26-0662915 |
| Entity Address, Address Line One | 88 Sidney Street |
| Entity Address, City or Town | Cambridge |
| Entity Address, State or Province | MA |
| Entity Address, Postal Zip Code | 02139 |
| City Area Code | (617) |
| Local Phone Number | 649-8600 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Common Stock, Par Value $0.001 per share |
| Trading Symbol | AGIO |
| Security Exchange Name | NASDAQ |
| Entity Emerging Growth Company | false |