Voyager Therapeutics, Inc.

8-K · tm2617230d1_8k.htm iXBRL

0001640266

 2026-06-09
 2026-06-09

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

  

  

  

 FORM  8-K

  

  

  

 CURRENT REPORT

 Pursuant to Section 13 or 15(d)

 of The Securities Exchange Act of 1934

  

 Date of Report (Date of Earliest Event
Reported): June 9, 2026

  

  

  

 Voyager
Therapeutics, Inc.

 (Exact name of
registrant as specified in its charter)

  

  

  

 Delaware
  
 001-37625
  
 46-3003182

 (State
 or other jurisdiction

 of incorporation)
  
 (Commission

 File Number)
  
 (I.R.S.
 Employer

 Identification No.)

  

 75 Hayden Avenue

 Lexington ,
 Massachusetts
  
 02421

 (Address
 of principal executive offices)
  
 (Zip
 Code)

  

 Registrant’s telephone number,
including area code: ( 857 ) 259-5340

  

 Not Applicable

 (Former name or former address, if changed since last report)

  

  

  

 Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  

 ¨  
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  

 ¨  
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  

 ¨  
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  

 ¨  Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

  

 Securities registered pursuant
to Section 12(b) of the Act:

  

 Title of each class
 Trading Symbol(s)
 Name of each exchange on which

 registered

 Common
 Stock, $0.001 par value
 VYGR
 Nasdaq
 Global Select Market

  

 Indicate by check mark whether the registrant is
an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

  

 Emerging
growth company ¨

  

 If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

  

  

  

  

  

 Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change
in Fiscal Year.

  

 On June 9, 2026, Voyager Therapeutics, Inc. (“Voyager”)
held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”). At the 2026 Annual Meeting, Voyager’s stockholders
approved an amendment to Voyager’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”),
to increase the number of authorized shares of the Company’s capital stock from 125,000,000 shares to 245,000,000 shares and to
increase the number of authorized shares of Voyager’s common stock from 120,000,000 shares to 240,000,000 shares. The additional
common stock authorized by the Certificate of Amendment has rights identical to Voyager’s currently outstanding common stock. Voyager
filed the Certificate of Amendment, which was effective upon filing, with the Secretary of State of the State of Delaware on June 9,
2026.

  

 The foregoing summary of the Certificate of Amendment is qualified
in its entirety by reference to the full text of the Certificate of Amendment, a copy of which is attached as Exhibit 3.1 hereto
and is incorporated herein by reference.

  

 Item 5.07. Submission of Matters to a Vote of Security Holders.

  

 The following is a summary of the matters voted on at the 2026 Annual
Meeting.

  

 (a) Voyager’s stockholders elected James A. Geraghty, Steven Hyman, M.D., and Alfred Sandrock, M.D., Ph.D., each to serve as a Class II
director until the 2029 Annual Meeting of Stockholders and until such nominee’s successor has been duly elected and qualified, subject
to such nominee’s earlier death, resignation, or removal. The results of the stockholders’ vote with respect to the election
of such Class II directors were as follows:

  

 Name  
 Votes For  
 Votes
 Withheld  
 Broker
 Non-Votes  

 James A. Geraghty  
  23,336,364  
  9,772,133  
  13,057,844  

 Steven Hyman, M.D.  
  30,442,488  
  2,666,009  
  13,057,844  

 Alfred Sandrock, M.D., Ph.D.  
   31,890,428   
  1,218,069  
  13,057,844  

  

 (b) Voyager’s stockholders approved a non-binding, advisory proposal regarding the compensation of Voyager’s named executive
officers. The results of the stockholders’ vote with respect to such proposal were as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes  

  32,041,373  
 910,087   
  157,037  
  13,057,844  

  

 (c) Voyager’s stockholders ratified the appointment of Ernst & Young LLP as Voyager’s independent registered public
accounting firm for the fiscal year ending December 31, 2026. The results of the stockholders’ vote with respect to such ratification
were as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes
  

  45,902,883  
  108,561  
  154,897  
  -
  

  

 (d) Voyager’s stockholders approved an amendment to the Fifth Amended and Restated Certificate of Incorporation of Voyager Therapeutics, Inc.
to increase the number of authorized shares of the Company’s capital stock from 125,000,000 shares to 245,000,000 shares and increase
the number of authorized shares of common stock from 120,000,000 shares of common stock to 240,000,000 shares of common stock. The results
of the stockholders’ vote with respect to such proposal were as follows:

  

 For  
 Against  
 Abstain  
 Broker Non-Votes
  

 43,464,491   
  2,593,426  
 108,424   
  -
  

  

 2

  

  

 Item
9.01. Financial Statements and Exhibits .

  

 (d)    Exhibits

  

 Exhibit

No.
  
 Description

  
  
  

 3.1
  
 Certificate of Amendment of Fifth Amended and Restated Certificate of Incorporation, of Voyager Therapeutics, Inc.

 104
  
 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

  

 3

  

  

 SIGNATURES

  

 Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

  

 Date: June 10, 2026
 VOYAGER THERAPEUTICS, INC.

  
  

  
 By:
 /s/ Alfred Sandrock, M.D., Ph.D.

  
  
 Alfred Sandrock, M.D., Ph.D.

  
  
 Chief Executive Officer, President, and Directo r

 (Principal
Executive Officer)

  

 4