Voyager Therapeutics, Inc. (VYGR)
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AGM 2026

Jun 9, 2026

Summary

The meeting covered director elections, executive compensation, auditor ratification, and an amendment to increase authorized shares. All proposals passed by majority or plurality, with final results to be filed in Form 8-K.

Michael Higgins
Chair, Voyager Therapeutics

Good morning, welcome to the 2026 Annual Meeting of Stockholders of Voyager Therapeutics. I'm Michael Higgins, Chairman of the Board of Directors. At this time, I call the meeting to order. Dr. Al Sandrock, President, Chief Executive Officer, and the Director of the company, will be presiding over this meeting.

Alfred W. Sandrock Jr.
President, CEO, and Director, Voyager Therapeutics

Thank you, Michael. Good morning. As Michael mentioned, my name is Al Sandrock. I am the President, Chief Executive Officer, and the Director of the company. Today at this meeting, we are joined virtually by our continuing directors, director nominees standing for re-election, and representatives of the company's senior leadership team. Also joining virtually are Mike McCollister, representing our independent auditors, Ernst & Young LLP, Avery Reaves, representing our corporate counsel, WilmerHale, Louis P. Izzi from C.T. Hagberg & Associates, who is serving as an Inspector of Elections at the request of our General Counsel and Secretary, Greg Shiferman, who was appointed by our Board to serve as the Inspector of Elections for this meeting. Mr. Izzi will tabulate the results of the voting and has signed the oath of Inspector of Elections, which will be filed with the minutes.

This meeting is being held in accordance with the company's bylaws and Delaware law. The matters to be considered at this meeting are described in our notice of annual meeting and proxy statement, copies of which were made available on or about April 28th, 2026, to all of our shareholders of record at the close of business on April 13th, 2026, the record date for this meeting. An affidavit from the company's proxy advisor, Broadridge, certifying that the notice and proxy statement were sent to all shareholders of record as of the record date, is available for inspection by any stockholder at their request. A record of stockholders as of the record date has been made available at our principal offices for inspection by any stockholder ahead of this meeting.

In order to conduct an orderly meeting, we ask you to follow the rules of conduct and procedures for the meeting, which can be accessed in the meeting materials section located at the bottom right corner of the web portal. If you have any questions concerning any of the proposals, please submit them now. As a reminder, we will only address questions directly related to the proposals being considered at this annual meeting. As always, if stockholders have any questions about the business, please contact investor relations at investors@voyagertherapeutics.com. Please note that this meeting is being recorded. Attendees joining by webcast or telephone are not permitted to use any audio or visual recording devices. The Inspector of Elections has informed me that more than a majority of the shares of common stock entitled to vote at this meeting are represented, and therefore, a quorum is present.

We will now proceed to transact the business for which this meeting has been called. I hereby declare that the polls are now open for each matter to be voted upon today. If you previously voted by proxy, whether by mail, telephone, or internet, you should not vote today unless you wish to change your vote. Your submission of a ballot will revoke all previously submitted proxies. The persons named in the proxy will vote your shares as indicated on the proxy that you provided. Any stockholder who has not submitted a proxy and wishes to vote now, or who has submitted a proxy but wishes to revoke their proxy or change their vote, may do so by clicking the Vote Here button in the web portal and following the instructions provided. You must vote prior to polls closing.

Let's now move to our first item of business, the election of directors. Based on the recommendation of the nominating and corporate governance committee of the board, our board has nominated James A. Geraghty, Dr. Steven Hyman, and myself as Class II directors to serve until the 2029 annual meeting of stockholders and thereafter until successors are duly elected and qualified. The three nominees receiving the plurality of the votes properly cast will be elected as directors. The second item of business is the non-proxy advisory vote to approve the compensation paid to our named executive officers. For proposal two, as this vote is advisory, it will not be binding upon our board, and our board will not be required to take any action as a result of the outcome of this vote.

However, our board will carefully consider the outcome of this vote when considering future executive compensation policies and decisions. The third item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the current fiscal year. For proposal three, a majority of the votes properly cast is required in order to ratify the appointment. The fourth item of business is the approval of an amendment to the Fifth Amended and Restated Certificate of Incorporation of the Company to increase the number of authorized shares of the company's capital stock and increase the number of authorized shares of the company's common stock. For Proposal four, votes representing a majority of the issued and outstanding shares of common stock are required in order to approve the amendment.

I see that we have not received any questions from the stockholders about the proposals. As always, if stockholders have any questions about the business, please contact investors@voyagertherapeutics.com. We will now pause to allow each stockholder who wishes to vote, revoke a proxy, or change his or her vote to do so. Please submit your votes according to the instructions on your screen. This concludes the business items on the agenda for this meeting. The polls are now closed. The Inspector of Elections has provided the results of the vote on each matter. With regard to Proposal one, the nominees have received a plurality of the votes cast and have been reelected to the board. We look forward to their continued service on the board.

With regard to Proposal 2, a majority of the votes properly cast have been voted in favor of approving the compensation paid to our named executive officers. With regard to Proposal 3, a majority of the votes properly cast have been voted in favor of the ratification of Ernst & Young as our independent registered accounting firm for the fiscal year ending December 31st, 2026. We look forward to continuing to work with Ernst & Young. With regard to Proposal 4, votes representing a majority of the issued and outstanding common stock have been voted in favor of approving the amendment. The final vote results, including any ballots and proxies recorded during this message, will be set forth in the final report of the Inspector of Elections and will be included in the minutes of the meeting.

The final results will also be included in the Form 8-K that will be filed within four business days following this meeting. As there is no further business to come before this meeting, I declare this meeting adjourned. Thank you for attending. The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.