AGIOS PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Description as filed by funds: To elect each of the four Class II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified: Catherine Owen

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Catherine Owen”): 45,595,875 for, 5,523,493 withheld, per its Form 8-K filed June 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 89% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 18,259,940 for, 3,150,360 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 2,254,900 for.

Description as filed by funds: To elect each of the four Class II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified: Jeffrey Capello

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Jeffrey Capello”): 47,839,112 for, 3,280,256 withheld, per its Form 8-K filed June 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 19,726,761 for, 1,683,539 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 2,254,900 for.

Description as filed by funds: To elect each of the four Class II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified: Kaye Foster

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Kaye Foster”): 45,821,431 for, 5,297,937 withheld, per its Form 8-K filed June 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 90% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 18,981,913 for, 2,416,431 withheld, 11,956 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 2,254,900 for.

Description as filed by funds: To elect each of the four Class II director nominees set forth in the Proxy Statement, each to serve for a three-year term expiring at the 2027 annual meeting of stockholders and until his or her respective successor is duly elected and qualified: Maykin Ho, Ph.D.

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Maykin Ho, Ph.D.”): 46,670,795 for, 4,448,573 withheld, per its Form 8-K filed June 20, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 19,039,954 for, 2,370,346 withheld. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 2,254,900 for.

Description as filed by funds: TO VOTE, ON AN ADVISORY BASIS, TO APPROVE THE COMPENSATION PAID TO OUR NAMED EXECUTIVE OFFICERS.

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“2. The Company's stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers.”): 47,985,871 for, 3,120,093 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders approved the non-binding, advisory vote on the compensation paid to its named executive officers.”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 21,320,297 for, 90,003 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 155 managers: 30,802,651 for, 1,984,574 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2024.

AGIOS PHARMACEUTICALS INC.’s own tally for this item (“3. The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year.”): 52,301,377 for, 70,843 against — passed, per its Form 8-K filed June 20, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the current fiscal year.”
Support: 99.8% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 69 managers: 21,387,942 for, 22,358 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1 managers: 2,254,900 for.