Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item5.02

Election of a New Director

On May27, 2017, the Board of Directors (the Board) of Agios
Pharmaceuticals, Inc. (the Company), upon the recommendation of
the Boards Nominating and Corporate Governance Committee, elected
David Scadden, M.D. as a director. Dr.Scadden has been designated
as a class III director to serve in accordance with the Companys
By-Laws until the Companys 2019 Annual Meeting of Stockholders
and thereafter until his successor has been duly elected and
qualified or until his earlier death, removal or resignation. In
connection with his election to the Board, Dr.Scadden was named
to the Boards Science and Technology Committee (the ST Committee)
effective immediately.

Dr.Scadden is a hematologist/oncologist and an expert on the
medical application of stem cell biology with a particular
emphasis on its use in the settings of cancer and AIDS. He is the
Gerald and Darlene Jordan Professor of Medicine at Harvard
University, a position he has held since 2006. Since 1995,
Dr.Scadden has practiced at the Massachusetts General Hospital,
where he founded and directs the Center for Regenerative
Medicine. Dr.Scadden co-founded and co-directs the Harvard Stem
Cell Institute, and is Chairman and Professor of the Harvard
University Department of Stem Cell and Regenerative Biology. He
is a member of the Board of External Experts for the National
Heart, Lung and Blood Institute, is an associate member of the
Broad Institute of Harvard and MIT and is a former member of the
Board of Scientific Counselors for the National Cancer Institute
and Board of Directors of the International Society for Stem Cell
Research. Dr.Scadden serves on multiple editorial boards and
scientific advisory boards, and is a scientific founder of Fate
Therapeutics, a public biotechnology company, and Magenta
Therapeutics, a private biotechnology company. He is the
recipient of numerous honors including membership in the National
Academy of Medicine, the American Academy of Arts and Sciences
and awards from the American Society of Hematology, the Doris
Duke Charitable Trust, the Ellison Medical Foundation, the
Burroughs Welcome Fund, and the Leukemia and Lymphoma Society.
Dr.Scadden holds degrees from Bucknell University, Case Western
Reserve University and honorary degrees from Harvard University,
Bucknell University and Lund University in Sweden.

There are currently no arrangements or understandings between
Dr.Scadden and any other person to which Dr.Scadden was selected
as a director. There are currently no transactions in which
Dr.Scadden has an interest requiring disclosure under Item404(a)
of RegulationS-K.

In accordance with the Companys non-employee director
compensation policy (the Policy), Dr.Scadden will receive (i)an
annual cash compensation of $40,000 ($10,000 per quarter) for his
service as a director and (ii)reimbursement for reasonable travel
and other expenses incurred in connection with attending meetings
of the Board and committees thereof. As a member of the ST
Committee, he will also receive an annual cash compensation of
$7,500 ($1,875 per quarter). In addition, in accordance with the
Policy, the Board granted Dr.Scadden an option to purchase 16,000
shares of the Companys common stock on May27, 2017. The option
has an exercise price equal to $48.20, the fair market value of
the Companys common stock on the date of grant, and vests as to
25% on the first anniversary of the date of grant, with the
remainder vesting in equal increments over 36 additional months.

In connection with his election to the Board, Dr.Scadden entered
into an indemnification agreement (the Indemnification Agreement)
with the Company. The Indemnification Agreement is substantially
identical to the form of indemnification agreement that the
Company has entered into with its other directors and provides
that the Company will indemnify Dr.Scadden for some expenses,
including attorneys fees, judgments, fines and settlement amounts
incurred by him in any action or proceeding arising out of his
service as one of the Companys directors.

The foregoing description of the Indemnification Agreement is
qualified in its entirety by the full text of the form of
indemnification agreement by and between the Company and each of
its officers and directors, which is incorporated herein by
reference to Exhibit10.12 to the Companys Registration Statement
on Form S-1 (File
No.333-189216), filed with the Securities and Exchange Commission
on July11, 2013.

Resignation of
a Director

On May30, 2017,
Robert T. Nelsen notified the Company of his decision to resign
as a member of the Board and as a member of the Boards
Compensation Committee, effective as of June30, 2017. Mr.Nelsens
resignation from the Board is due to other commitments, and is
not due to any disagreement with the Company on any matter
relating to the Companys operations, policies or
practices.

(d) The following
exhibits are included in this report:

About Agios Pharmaceuticals, Inc. (NASDAQ:AGIO)

Agios Pharmaceuticals, Inc. is a biopharmaceutical company. The Company is engaged in the discovery and development of orally available small molecule medicines for the treatment of cancer and rare genetic disorders (RGDs), which are a subset of orphan genetic metabolic diseases. Its cancer product candidates are AG-221 and AG-120, which targets mutated isocitrate dehydrogenase 2 and 1, or IDH2 and IDH1, respectively, and AG-881, which targets both mutated IDH1 and mutated IDH2. The lead product candidate in its RGD programs, AG-348, targets pyruvate kinase-R for the treatment of pyruvate kinase deficiency. Its AG-221 is an orally available, selective, inhibitor of the mutated IDH2 protein indicated for the treatment of patients with cancers. Its AG-120 is an orally available, selective, inhibitor of the mutated isocitrate dehydrogenase (IDH1) protein for the treatment of patients with cancers. AG-881 is an orally available, selective, brain-penetrant, pan-IDH mutant inhibitor.

Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) Recent Trading Information

Agios Pharmaceuticals, Inc. (NASDAQ:AGIO) closed its last trading session down -0.40 at 46.67 with 443,632 shares trading hands.