Voyager Therapeutics (NASDAQ: VYGR) doubles authorized common stock after 2026 vote

Rhea-AI Filing Summary

Voyager Therapeutics, Inc. reported results from its 2026 Annual Meeting of Stockholders and an amendment to its charter. Stockholders approved a Certificate of Amendment increasing authorized capital stock from 125,000,000 to 245,000,000 shares and authorized common stock from 120,000,000 to 240,000,000 shares. The additional common stock has the same rights as existing common shares, and the amendment became effective upon filing with the Delaware Secretary of State on June 9, 2026. Stockholders also elected directors and approved other meeting proposals based on the votes disclosed.

Insights

Capital structure and corporate governance analyst

Voyager doubled its authorized common shares, expanding future financing flexibility without immediate dilution.

The charter amendment raises authorized capital stock to 245,000,000 shares, including 240,000,000 common shares, with rights identical to existing stock. This does not itself issue any new shares but expands the company’s capacity for future equity-based actions such as financings or equity compensation.

Stockholder approval at the 2026 Annual Meeting and immediate effectiveness upon Delaware filing mean the company now has this flexibility in place. Actual impact on shareholders will depend on how and when management decides to use the additional authorized shares, which is not detailed here.

8-K Event Classification

3 items: 5.03, 5.07, 9.01

3 items

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

The company amended its charter documents, bylaws, or changed its fiscal year.

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

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Authorized capital stock after amendment: 245,000,000 shares Authorized capital stock before amendment: 125,000,000 shares Authorized common stock after amendment: 240,000,000 shares +3 more

6 metrics

Authorized capital stock after amendment 245,000,000 shares Authorized capital stock following June 9, 2026 Certificate of Amendment

Authorized capital stock before amendment 125,000,000 shares Prior authorized capital under Fifth Amended and Restated Certificate of Incorporation

Authorized common stock after amendment 240,000,000 shares Authorized common shares following June 9, 2026 amendment

Authorized common stock before amendment 120,000,000 shares Previously authorized common shares under existing charter

Proposal vote – For 32,041,373 votes For votes on a 2026 Annual Meeting proposal

Proposal vote – Against 910,087 votes Against votes on the same 2026 Annual Meeting proposal

Key Terms

Certificate of Amendment, authorized shares, Annual Meeting of Stockholders, broker non-votes, +1 more

5 terms

Certificate of Amendment regulatory

"stockholders approved an amendment to Voyager’s Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Amendment”)"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

authorized shares financial

"to increase the number of authorized shares of the Company’s capital stock from 125,000,000 shares to 245,000,000 shares"

Authorized shares are the maximum number of shares a company is allowed to issue according to its official plan. Think of it as a company’s set limit on how many pieces of its ownership it can distribute to investors. This number helps investors understand the potential for future growth or change in the company's ownership structure.

Annual Meeting of Stockholders regulatory

"Voyager Therapeutics, Inc. (“Voyager”) held its 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”)."

broker non-votes financial

"Votes For | | Votes Withheld | | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

Available on EDGAR 06/10/2026 - 04:06 PM Accepted by SEC EDGAR 06/10/2026 - 04:05 PM Learn about SEC filing dates

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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 Director (Principal Executive Officer)

4

FAQ

What charter change did Voyager Therapeutics (VYGR) approve at the 2026 Annual Meeting?

Voyager stockholders approved a Certificate of Amendment increasing authorized capital stock to 245,000,000 shares and authorized common stock to 240,000,000 shares. The new common shares have rights identical to the existing common stock and the amendment became effective upon filing in Delaware.

Does the increase in authorized shares for Voyager Therapeutics (VYGR) immediately dilute shareholders?

The increase in authorized shares does not by itself dilute shareholders, because no new shares are issued in this action. It simply raises the maximum number the company may issue in the future, giving management more flexibility for potential financings or other corporate purposes.

When did Voyager Therapeutics’ charter amendment increasing authorized shares become effective?

The charter amendment became effective upon filing with the Secretary of State of the State of Delaware on June 9, 2026. This filing followed stockholder approval at Voyager Therapeutics’ 2026 Annual Meeting of Stockholders held the same day.

How many authorized common shares does Voyager Therapeutics (VYGR) have after the amendment?

After stockholder approval of the Certificate of Amendment, Voyager is authorized to issue 240,000,000 shares of common stock. Previously, the company’s Fifth Amended and Restated Certificate of Incorporation authorized 120,000,000 shares of common stock.

What were the vote results on a key Voyager Therapeutics (VYGR) 2026 Annual Meeting proposal?

One disclosed proposal received 32,041,373 votes for, 910,087 against, and 157,037 abstentions, with 13,057,844 broker non-votes. These results indicate stockholder support for the matter, consistent with approval of the charter amendment increasing authorized share counts.

Were Voyager Therapeutics’ new authorized shares different from its existing common stock?

The filing states that the additional common stock authorized by the Certificate of Amendment has rights identical to Voyager’s currently outstanding common stock. This means the new authorized shares carry the same basic economic and voting characteristics as existing common shares.

Filing Exhibits & Attachments

4 documents

Other Documents

• EX-3.1 EXHIBIT 3.1 7.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 33.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 21.9 KB