Voyager Therapeutics, Inc. 8-K

What Happened Voyager Therapeutics, Inc. filed an 8-K reporting that at its June 9, 2026 Annual Meeting stockholders approved a Certificate of Amendment to its Fifth Amended and Restated Certificate of Incorporation. The amendment increases total authorized shares from 125,000,000 to 245,000,000 and increases authorized common stock from 120,000,000 to 240,000,000 shares; the additional common shares have rights identical to the currently outstanding common stock. The Certificate of Amendment was filed with the Delaware Secretary of State and became effective upon filing on June 9, 2026. At the same meeting, stockholders elected three Class II directors and ratified the appointment of Ernst & Young LLP as the company’s independent registered public accounting firm.

Key Details

• Charter amendment effective June 9, 2026: total authorized shares 245,000,000; authorized common stock 240,000,000.
• Vote on charter amendment: 43,464,491 For; 2,593,426 Against; 108,424 Abstain.
• Directors elected (Class II, terms to 2029): James A. Geraghty (23,336,364 For, 9,772,133 Withheld, 13,057,844 broker non-votes), Steven Hyman, M.D. (30,442,488 For, 2,666,009 Withheld, 13,057,844 broker non-votes), Alfred Sandrock, M.D., Ph.D. (31,890,428 For, 1,218,069 Withheld, 13,057,844 broker non-votes).
• Advisory “say-on-pay” vote: 32,041,373 For; 910,087 Against; 157,037 Abstain; 13,057,844 broker non-votes.
• Auditor ratification: Ernst & Young LLP ratified 45,902,883 For; 108,561 Against; 154,897 Abstain.
• Certificate of Amendment is attached to the filing as Exhibit 3.1.

Why It Matters The charter amendment gives Voyager additional authorized shares, providing the company flexibility for future equity financings, stock-based compensation, or corporate transactions. That flexibility can be important for funding operations or strategic deals but could lead to dilution if and when new shares are issued. The election of directors and ratification of the auditor finalize governance and oversight for the coming term and fiscal year. Investors should note the specific vote totals and the presence of broker non-votes on certain matters when assessing shareholder support levels.