Voyager Therapeutics (VYGR) Proxy filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on June 9, 2026, with voting on four key proposals and the opportunity for shareholders to submit questions electronically.

• Shareholders of record as of April 13, 2026, are entitled to vote; quorum requires a majority of shares present or represented by proxy.

• Proxy materials are distributed electronically to reduce environmental impact and costs, with paper copies available upon request.

Voting matters and shareholder proposals

• Four proposals: election of three Class II directors, advisory vote on executive compensation, ratification of Ernst & Young as auditor, and amendment to increase authorized shares.

• Board recommends voting FOR all proposals.

• Shareholder proposals for the 2027 meeting must be submitted between February 9 and March 11, 2027, with additional requirements for universal proxy rule compliance.

Board of directors and corporate governance

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

• Majority of directors are independent per Nasdaq rules; CEO and Chairman roles are separated.

• Four standing committees: Audit, Compensation, Nominating and Corporate Governance, and Science and Technology, each with defined responsibilities and annual charter reviews.

• Board and committee meetings had high attendance, and all directors are required to attend annual meetings barring special circumstances.

• Director nomination process emphasizes diverse backgrounds, high ethical standards, and strategic experience.