Independent
Tenure on this board
12.4 yrs
3 nominees · 4 ballot items.
Elect three Class II directors; approve, on an advisory basis, executive compensation (say-on-pay); ratify Ernst & Young LLP as independent auditors for 2026; and approve an amendment to the certificate of incorporation to increase authorized common shares from 120,000,000 to 240,000,000.
Elect three Class II directors—James A. Geraghty, Steven Hyman, M.D., and Alfred Sandrock, M.D., Ph.D.—each to serve a three-year term ending at the 2029 annual meeting.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
This non-binding advisory proposal asks stockholders to approve the compensation paid to the Company’s named executive officers as disclosed in the proxy statement. Management frames the program as a pay-for-performance construct combining cash and equity elements intended to attract, retain and motivate key executives, align executives’ interests with long-term stockholder value, and reward achievement of corporate and individual goals. The Board emphasizes that compensation is informed by competitive peer benchmarking and overseen by the Compensation Committee with assistance from independent consultants. The advisory nature of the vote means the outcome will not change contracts or fiduciary duties but will be considered by the Compensation Committee and the Board when setting future compensation policies and awards. The proxy discloses target bonus levels, equity grant practices (including time-based and performance-based RSUs and options), and the Compensation Committee’s process for setting pay and assessing corporate goal attainment. Management recommends an annual say-on-pay vote and asserts that a strong prior year approval (94.9% in 2025) validates their approach; nonetheless, the Board commits to consider stockholder feedback. Investors evaluating the proposal should weigh the alignment between disclosed pay outcomes and company performance, the use of performance-based equity, potential dilution from equity grants, and governance practices such as clawback and insider trading policies that the company maintains. Given the non-binding nature, the vote’s primary function is to signal stockholder approval or concern about executive pay philosophy and implementation.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as Voyager’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the Fifth Amended and Restated Certificate of Incorporation to increase total authorized shares from 125,000,000 to 245,000,000 and authorized common stock from 120,000,000 to 240,000,000 shares.
This management proposal seeks shareholder approval to amend the Company’s Fifth Amended and Restated Certificate of Incorporation to increase authorized capital from 125 million to 245 million total shares and, specifically, authorized common stock from 120 million to 240 million shares. Management justifies the amendment as providing the Board with flexibility to issue shares for financings (including its ATM program), collaborations, strategic investments, equity incentive plans, and other corporate purposes without the delay and cost of a special meeting each time additional authorization is needed. The proxy discloses the current available unissued common shares (39,873,041 as of March 31, 2026) and notes that without the amendment the company’s ability to raise future equity capital could be constrained, potentially impeding operations or financing needs. The Board emphasizes that the additional shares would have identical rights to existing common stock but warns that future issuances could dilute existing stockholders’ percentage ownership, earnings per share, and voting power, and could affect market price. The filing also acknowledges that increasing authorized shares can have anti-takeover effects by making hostile acquisitions more difficult, though the Company states this is not the intent. Approval requires a majority of issued and outstanding shares to vote in favor, and abstentions count as against under the Certificate; the Board recommends a FOR vote. Analysts should evaluate this proposal by balancing the need for financing flexibility and equity compensation capacity against potential dilution, governance implications, and the company’s stated near-term capital plan (including the $100 million ATM agreement).
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARMISTICE CAPITAL, LLC | 5.79% | 3,500,000 | $14M |
| 2 | MILLENNIUM MANAGEMENT LLC | 5.67% | 3,428,571 | $13M |
| 3 | Vestal Point Capital, LP | 4.97% | 3,002,936 | $12M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.78% | 2,283,253 | $9M |
| 5 | BlackRock, Inc. | 3.48% | 2,103,527 | $8M |
| 6 | BlackRock, Inc. | 2.91% | 1,759,531 | $7M |
| 7 | Opaleye Management Inc. | 1.90% | 1,150,000 | $4M |
| 8 | Erste Asset Management GmbH | 1.81% | 1,095,141 | $4M |
| 9 | STATE STREET CORP | 1.57% | 948,226 | $4M |
| 10 | BlackRock, Inc. | 1.57% | 946,800 | $4M |
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