---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-275879"
form_type: "8-K"
ticker: "AGIO"
cik: "0001439222"
company_name: "AGIOS PHARMACEUTICALS, INC."
filed_at: "2026-06-18T20:13:20+00:00"
generated_at: "2026-06-18T20:19:57.133882+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.3
calibrated_materiality_score: 0.3
confidence: "high"
source: SEC EDGAR
---

# Agios shareholders elect three Class I directors, approve 2M share increase to stock plan

## Summary
- Elected Rahul Ballal, Brian Goff, and Cynthia Smith as Class I directors for three-year terms expiring 2029.
- Advisory vote on executive compensation approved: 43.4M for, 1.1M against, 1.6M abstain.
- Stockholders approved amendment to 2023 Stock Incentive Plan, increasing authorized shares by 2,000,000.
- Ratified PricewaterhouseCoopers LLP as independent auditor for fiscal year 2026.

## SEC filing metadata
- accession: 0001193125-26-275879
- form_type: 8-K
- ticker: AGIO
- cik: 0001439222
- company_name: AGIOS PHARMACEUTICALS, INC.
- filed_at: 2026-06-18T20:13:20+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.3
- calibrated_materiality_score: 0.3
- confidence: high
- sec_items: 5.02, 5.07, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/0001193125-26-275879-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/d62491d8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-275879
- JSON: https://secwatch.observer/filing/0001193125-26-275879.json
- Plain text: https://secwatch.observer/filing/0001193125-26-275879.txt

## Key facts
- Shareholder Votes
  AGIOS PHARMACEUTICALS, INC. shareholders approved Approval of the 2023 Plan Amendment.
  - Proposal: equity plan
  - Outcome: passed
  source text: 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 Against Votes Abstaining Broker Non-Votes 43,549,751 2,527,678 11,651 2,554,446
  evidence_url: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/0001193125-26-275879-index.htm
- Shareholder Votes
  AGIOS PHARMACEUTICALS, INC. shareholders approved Non-binding advisory vote on compensation paid to named executive officers.
  - Proposal: say on pay
  - Outcome: passed
  source text: 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 Against Votes Abstaining Broker Non-Votes 43,396,045 1,086,059 1,606,976 2,554,446
  evidence_url: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/0001193125-26-275879-index.htm
- Shareholder Votes
  AGIOS PHARMACEUTICALS, INC. shareholders approved Election of Class I Directors.
  - Proposal: director election
  - Outcome: passed
  source text: 1. The Company’s stockholders elected Rahul Ballal, Ph.D., Brian Goff and Cynthia Smith as Class I directors, each to serve for a three-year term expiring at the 2029 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, Ph.D. 40,145,081 5,943,999 2,554,446 Brian Goff 45,757,238 331,843 2,554,446 Cynthia Smith 31,496,376 14,592,704 2,554,446
  evidence_url: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/0001193125-26-275879-index.htm
- Shareholder Votes
  AGIOS PHARMACEUTICALS, INC. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm.
  - Proposal: auditor ratification
  - Outcome: passed
  source text: 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 Against Votes Abstaining Broker Non-Votes 48,511,213 116,938 15,376 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1439222/000119312526275879/0001193125-26-275879-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.