Additional Proxy Soliciting Materials (definitive) (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. )

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

Agios Pharmaceuticals, 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 the appropriate box):



☒	No fee required.

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	(1)	Title of each class of securities to which transaction applies:

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☐	Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

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Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders to be held on May 28, 2020 for Agios Pharmaceuticals, Inc.

This communication is not a form of voting and presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting. To view the proxy statement, annual report, directions to register for the virtual annual meeting and voting instructions, go to www.proxydocs.com/AGIO. To submit your proxy while visiting this site, you will need the 12 digit control number in the box below.


						Under United States Securities and Exchange Commission rules, proxy materials do not have to be delivered in paper. Proxy materials can be distributed by making them available on the Internet. We have chosen to use these procedures for our Annual Meeting and need YOUR participation. If you want to receive a paper or e-mail copy of the proxy materials, you must request one. There is no charge to you for requesting a copy. In order to receive a paper package in time for this year’s Annual Meeting, please make this request on or before May 20, 2020.


		For a Convenient Way to VIEW Proxy Materials
		– and –
		VOTE Online go to: www.proxydocs.com/AGIO

Proxy Materials Available to View or Receive:

Annual Report and Proxy Statement

Printed materials may be requested by one of the following methods:

LOGO

INTERNET

www.investorelections.com/AGIO

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TELEPHONE

(866) 648-8133

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*E-MAIL

paper@investorelections.com

You must use the 12 digit control number

located in the shaded gray box below.

If requesting material by e-mail, please send a blank e-mail with the 12 digit control number (located below) in the subject line. No other requests, instructions or other inquiries should be included with your e-mail requesting material.


Agios Pharmaceuticals, Inc. Notice of Annual Meeting
		Meeting Type:	Annual Meeting
		For holders as of:	April 7, 2020
		Date:	Thursday, May 28, 2020
		Time:	9:00 A.M. (Eastern Time)
		Place:	Meeting live via the internet - please visit proxydocs.com/AGIO for more details
The Board of Directors Recommends a Vote FOR each of the director nominees listed in proposal 1 and FOR proposals 2 and 3.

1.	To elect each of the two Class I director nominees for three-year terms expiring at the 2023 annual meeting of stockholders.


		Nominees:		(a) Paul J. Clancy
				(b) Ian T. Clark


2.		To vote, on an advisory basis, to approve named executive officer compensation.
3.		To ratify the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the fiscal year ending December 31, 2020.

Note: To consider and act upon such other business as may properly come before the meeting or any adjournment thereof.

Attending and Voting Online During the Meeting: The annual meeting will be a virtual meeting. Stockholders will have the ability to attend the virtual meeting and vote online during the meeting. You will need your 12 digit control number set forth in the box above in order to attend the meeting and vote online. In order to participate in the annual meeting, you must register at www.proxydocs.com/AGIO prior to the deadline of May 26, 2020 at 5:00 p.m. Eastern Time. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you access to the meeting and will also permit you to submit questions. Please be sure to follow instructions found on your proxy card, this notice and/or voting authorization form and subsequent instructions that will be delivered to you via email.

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