Skip to main content

Voyager Therapeutics, Inc.

For the period ended Jun 9, 2026. Filed Apr 28, 2026.

View on SEC.gov

About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

Jun 9, 2026 · Filed Apr 28, 2026

VYGR$1.87+8.4%Stored close · as of Nov 6, 2026
See the whole filing, with its images and exhibits

Cover page

Show cover page

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

​

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

Voyager Therapeutics, Inc.

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒

No fee required

​

☐

Fee paid previously with preliminary materials

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(I)(1) and 0-11

​

Voyager Therapeutics, Inc.

75 Hayden Avenue

Lexington, MA 02421

NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS

​Notice is hereby given that the 2026 Annual Meeting of Stockholders of Voyager Therapeutics, Inc. (the “Annual Meeting”), will be held virtually on Tuesday, June 9, 2026, at 9:00 a.m. Eastern Time. The Annual Meeting will be held exclusively via the Internet in a virtual meeting format at http://www.virtualshareholdermeeting.com/VYGR2026 where you will be able to vote electronically and submit questions. You will need the 16-digit control number located on the Notice, as described below, to vote at the Annual Meeting.​

Stockholders of record at the close of business on April 13, 2026, the record date for the Annual Meeting, are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement of the Annual Meeting. The purpose of the Annual Meeting is the following:

To elect three Class II directors, James A. Geraghty, Steven Hyman, M.D. and Alfred Sandrock, M.D., Ph.D., each to serve until the 2029 annual meeting of stockholders and until his successor is duly elected and qualified, or until his earlier death, resignation, or removal;

​

To approve, on a non-binding advisory basis, the compensation of our named executive officers;

​

To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026;

​

To approve 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; and

​

To transact such other business as may properly come before the Annual Meeting and at any adjournments or postponements thereof.

​

We are pleased to take advantage of SEC rules that allow companies to furnish their proxy materials over the Internet. On or about April 28, 2026, we will commence mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”), instead of a paper copy of the accompanying proxy statement and our 2025 Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “2025 Annual Report on Form 10-K”). The Notice will contain instructions on how to access the 2025 Annual Report on Form 10-K and accompanying proxy statement (together, the “Proxy Materials”), access the Annual Meeting via the Internet and cast your vote via the Internet at the Annual Meeting. The Notice also contains instructions on how to request a paper copy of our Proxy Materials. All stockholders who do not receive a Notice will receive a paper copy of the Proxy Materials by mail. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our Proxy Materials. A list of our stockholders entitled to vote at the Annual Meeting will be available for examination by any registered stockholder, for any purpose germane to the Annual Meeting, during ordinary business hours for a period of ten days ending on the day prior to the Annual Meeting at our principal executive offices.

Please visitwww.virtualshareholdermeeting.com/VYGR2026 to attend the Annual Meeting virtually via the Internet. You will not be able to attend the Annual Meeting in person.

Whether or not you are able to attend the Annual Meeting, we encourage you to read the accompanying proxy statement and vote your shares as promptly as possible to ensure your representation and the presence of a quorum at the Annual Meeting. You can vote online at the address listed on the proxy card, by signing, dating and returning the proxy card, or by calling 1-800-690-6903 and following the recorded instructions. If you vote your shares on the Internet or by telephone, you will need to enter the 16-digit control number located on your Notice.

Your vote is important. If you attend the Annual Meeting, you may vote your shares during the Annual Meeting virtually even if you previously voted your proxy. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is held for your account by a broker or other nominee, you will receive instructions from your broker or other holder of record that you must follow for your shares to be voted.

By order of the Board of Directors,

​

Alfred Sandrock, M.D., Ph.D.

Chief Executive Officer, President and Director

Lexington, Massachusetts

April 28, 2026

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.