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 5, 2024

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

Voyager Therapeutics, Inc. (“Voyager”) held its Annual Meeting of Stockholders on June 5, 2024. The following is a summary of the matters voted on at that meeting.

(a)

Voyager’s stockholders elected Michael Higgins, Jude Onyia, Ph.D., and Nancy Vitale, each to serve as a Class III director until the 2027 Annual Meeting of Stockholders and until his or her successor has been duly elected and qualified, subject to his or her earlier death, resignation, or removal. The results of the stockholders’ vote with respect to the election of such Class III directors were as follows:

Name	Votes For	Votes Withheld	Broker Non-Votes
Michael Higgins	30,865,370	6,932,691	8,600,728
Jude Onyia, Ph.D.	34,864,862	2,933,199	8,600,728
Nancy Vitale	31,262,994	6,535,067	8,600,728

(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
	35,949,375			1,711,367			137,319			8,600,728

(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, 2024. The results of the stockholders’ vote with respect to such ratification were as follows:

For				Against			Abstain			Broker Non-Votes
	46,278,029			72,375			48,385			—

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 6, 2024	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)

Voyager Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders