Voyager Therapeutics (VYGR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with voting available online, by phone, or by mail for shareholders of record as of April 13, 2026.

• Key proposals include electing three Class II directors, an advisory vote on executive compensation, ratification of the independent auditor, and amending the certificate of incorporation to increase authorized shares.

• The company continues to use internet delivery of proxy materials to reduce environmental impact and costs.

Voting matters and shareholder proposals

• Shareholders will vote on electing three Class II directors for terms ending in 2029.

• Advisory approval of executive compensation (say-on-pay) is included.

• Ratification of Ernst & Young LLP as independent auditor for 2026 is proposed.

• Approval is sought to amend the certificate of incorporation to increase authorized capital stock from 125M to 245M shares and common stock from 120M to 240M shares.

• Procedures for submitting shareholder proposals and nominations for the 2027 meeting are detailed, with deadlines and requirements specified.

Board of directors and corporate governance

• The board consists of ten members divided into three classes, with staggered three-year terms.

• Board committees include Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, each with defined responsibilities and independent membership.

• The Chairman and CEO roles are separated to enhance oversight.

• Director independence is reviewed annually, with most directors classified as independent under Nasdaq rules.

• The board emphasizes diversity of skills and backgrounds in director nominations.