the date such recommendation is made, to Nominating and Corporate Governance Committee, c/o Corporate Secretary, Agios Pharmaceuticals, Inc. 88 Sidney Street, Cambridge, Massachusetts 02139.
Assuming that appropriate biographical and background material has been provided on or before the dates set forth in the section below entitled Stockholder Proposals, the committee will evaluate stockholder-recommended candidates by
following substantially the same process, and applying substantially the same criteria, as it follows for candidates submitted by others, as described above.
Communications with Our Board of Directors
Our board of directors will give appropriate attention to written communications that are submitted by stockholders, and will respond if and
as appropriate. The chairman of the board of directors (if an independent director), or the lead director (if one is appointed), or otherwise the chair of our Nominating and Governance Committee, with the assistance of our Corporate Secretary or his
or her designee, is primarily responsible for monitoring communications from stockholders and for providing copies or summaries to the other directors as he or she considers appropriate.
Communications are forwarded to all directors if they relate to important substantive matters and include suggestions or comments that the
chairman of the board considers to be important for the directors to know. In general, communications relating to corporate governance and corporate strategy are more likely to be forwarded than communications relating to ordinary business affairs,
personal grievances and matters as to which we receive repetitive or duplicative communications.
Stockholders who wish to send
communications on any topic to our board of directors should address such communications to Agios Pharmaceuticals, Inc., c/o Corporate Secretary, 88 Sidney Street, Cambridge, Massachusetts 02139.
Board Meetings and Attendance
Our board of directors met seven times during our fiscal year 2018, including telephonic meetings. During the year, each of our directors
attended 75% or more of the aggregate number of meetings of the board of directors and the committees on which they served, other than Dr. Fouse, who attended 50% of the aggregate number of meetings of the board of directors and the committees
on which she served.
In fiscal year 2018, in order to avoid the appearance of a conflict of interest and at our request, Dr. Fouse
recused herself from attendance at three meetings of the board of directors that were called to exclusively discuss Dr. Fouses potential transition to the role of chief executive officer of our company upon Dr. Schenkeins
resignation from such position.
Had Dr. Fouse attended those three meetings, she would have attended more than 75% of the aggregate
number of meetings of the board of directors and the committees on which she served in fiscal year 2018.
Since Dr. Fouse joined our
board of directors, she has provided invaluable service to our board of directors and has served on the science and technology committee. Her extensive experience in the biotechnology sector makes her particularly well-suited to help our board of
directors address the types of challenges commonly faced by biopharmaceutical companies, and she has brought that experience to bear as a participant in every major decision, other than the aforementioned executive transition, that our board of
directors has made during her tenure both formally at regularly scheduled meetings and informally outside of regularly scheduled board meetings. Moreover, as chief executive officer of our company, Dr. Fouses extensive knowledge of
our company and our business is of significant value to our board of directors.
In discussions with Dr. Fouse, she has
re-affirmed
her commitment to attend at least 75% of all board and committee meetings on which she is then-serving, absent an illness or family emergency, in the future, and she
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