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 annual meeting of stockholders of Voyager Therapeutics, Inc. (“Voyager”) held on June 3, 2025 (the “2025 Annual Meeting”), Voyager’s stockholders approved the 2025 Stock Incentive Plan (the “2025 Stock Incentive Plan”) and the Amended and Restated 2015 Employee Stock Purchase Plan (the “Amended and Restated 2015 Employee Stock Purchase Plan”), each of which had previously been adopted by Voyager’s Board of Directors subject to stockholder approval.
Descriptions of the 2025 Stock Incentive Plan contained on pages 12 to 26 and the Amended and Restated 2015 Employee Stock Purchase Plan contained on pages 27 to 31 of Voyager’s Proxy Statement for the 2025 Annual Meeting, filed with the Securities and Exchange Commission on April 23, 2025, are incorporated herein by reference. Complete copies of the 2025 Stock Incentive Plan and the Amended and Restated 2015 Employee Stock Purchase Plan are attached hereto as Exhibits 99.1 and 99.2, respectively, and are 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 2025 Annual Meeting.
| (a) | Voyager’s stockholders elected Grace E. Colón, Ph.D., Catherine J. Mackey, Ph.D., Glenn Pierce, M.D., Ph.D., and George Scangos, Ph.D., each to serve as a Class I director until the 2028 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, subject to his or her earlier death, resignation, or removal. The results of the stockholders’ vote with respect to the election of such Class I directors were as follows: |
| Name | Votes For | Votes Withheld | Broker Non-Votes | |||||||||
| Grace E. Colón, Ph.D. | 38,209,235 | 1,688,859 | 8,531,070 | |||||||||
| Catherine J. Mackey, Ph.D. | 38,216,364 | 1,681,730 | 8,531,070 | |||||||||
| Glenn Pierce, M.D., Ph.D. | 38,123,609 | 1,774,485 | 8,531,070 | |||||||||
| George Scangos, Ph.D. | 33,177,695 | 6,720,399 | 8,531,070 | |||||||||
| (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 | |||||||||||
| 37,755,432 | 2,034,622 | 108,040 | 8,531,070 | |||||||||||
| (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, 2025. The results of the stockholders’ vote with respect to such ratification were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 48,137,216 | 249,172 | 42,776 | — | |||||||||||
| (d) | Voyager’s stockholders approved the 2025 Stock Incentive Plan. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 28,582,188 | 11,275,604 | 40,302 | 8,531,070 | |||||||||||
| (e) | Voyager’s stockholders approved the Amended and Restated 2015 Employee Stock Purchase Plan. The results of the stockholders’ vote with respect to such proposal were as follows: |
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 36,532,540 | 3,326,824 | 38,730 | 8,531,070 | |||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Voyager Therapeutics, Inc. 2025 Stock Incentive Plan, incorporated herein by reference to Appendix A to Voyager’s definitive proxy statement, filed with the Securities and Exchange Commission on April 23, 2025. | |
| 99.2 | Voyager Therapeutics, Inc. Amended and Restated 2015 Employee Stock Purchase Plan, incorporated herein by reference to Appendix B to Voyager’s definitive proxy statement, filed with the Securities and Exchange Commission on April 23, 2025. | |
| 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 5, 2025 | 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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