Agios Pharmaceuticals (AGIO) Proxy filing summary

Executive summary

• The annual meeting will be held virtually on June 18, 2026, with shareholders able to vote online after registering in advance.

• Key proposals include electing three Class I directors, an advisory vote on executive compensation, amending the 2023 Stock Incentive Plan to add 2,000,000 shares, and ratifying PricewaterhouseCoopers LLP as auditor for 2026.

• Shareholders of record as of April 21, 2026, are entitled to vote, with each share granting one vote per proposal.

• The company emphasizes environmental sustainability by distributing proxy materials electronically and reducing paper usage.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors for terms expiring in 2029.

• Proposal 2: Advisory (non-binding) vote to approve executive compensation (say-on-pay).

• Proposal 3: Approve amendment to the 2023 Stock Incentive Plan, increasing available shares by 2,000,000.

• Proposal 4: Ratify PricewaterhouseCoopers LLP as independent auditor for 2026.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board is divided into three classes, with staggered three-year terms.

• Majority of directors are independent, with only the CEO not considered independent.

• Four standing committees: audit, compensation & people, nominating and corporate governance, and science and technology.

• Board leadership structure separates CEO and chair roles, with a lead director facilitating independent oversight.

• Directors are evaluated on integrity, business acumen, and diversity of experience.