AGIOS PHARMACEUTICALS, INC. — Proxy Solicitation & Information Statement 2016

Apr 27, 2016

DEFA14A 1 d120065ddefa14a.htm DEFA14A DEFA14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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Agios Pharmaceuticals, Inc.

(Name of Registrant as Specified In Its Charter)

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

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***** Exercise Your** Right **to Vote *****

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on June 21, 2016.

| AGIOS PHARMACEUTICALS, INC. | Meeting Information | | | --- | --- | --- | | | Meeting Type: | Annual Meeting | | | For holders as of: | April 22, 2016 | | | Date: June 21, 2016 | Time: 9:00 AM Eastern Time | | | Location: The Company’s office | | | | 88 Sidney Street | | | AGIOS PHARMACEUTICALS, INC. 88 SIDNEY STREET ATTN: MIN WANG CAMBRIDGE, MA 02139-4137 | Cambridge, MA 02139 | |

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This is not a ballot. You cannot use this notice to vote
these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see
reverse side).
We encourage you to access and review all of the
important information contained in the proxy materials before voting.
See the reverse side of this notice to obtain proxy materials and voting
instructions.

Before You Vote

How to Access the Proxy Materials

| Proxy Materials

Available to VIEW or RECEIVE:
NOTICE AND PROXY STATEMENT 2015 ANNUAL REPORT TO
STOCKHOLDERS How to View Online: Have the information
that is printed in the box marked by the arrow (located on the following page) and visit: www.proxyvote.com. How to Request and Receive a PAPER or E-MAIL Copy: If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your
request: 1) BY INTERNET : www.proxyvote.com 2) BY TELEPHONE : 1-800-579-1639 3) BY E-MAIL* : sendmaterial@proxyvote.com * If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow (located on the following page) in the subject line. Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before June 7, 2016 to facilitate
timely delivery.

How To Vote

Please Choose One of the Following Voting Methods

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares. Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow (located on the following page) available and follow the instructions. Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

Proposals - The Board of Directors recommends a vote FOR the director nominees in Proposal 1, FOR Proposals 2 and 4 and “1
Year” for Proposal 3:
1. Election of Directors
Nominees :
01) David P. Schenkein, M.D. 02) Robert T. Nelsen 03) Marc Tessier-Lavigne, Ph.D.
2 . To approve an advisory vote on named executive officer compensation.
3. To hold an advisory vote on the frequency of future advisory votes on named executive officer compensation.
4. To ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending
December 31, 2016.
NOTE: The proxies are authorized to vote, in their discretion, upon such other business as may properly come before the meeting or any adjournment or postponement
thereof.
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