CoverageForm 410-K10-Q8-K13D13G13F

PASG Passage Bio, Inc. - 8-K

Filed May 26, 2026. See issuer overview · financials · original on SEC.gov ↗
Accession
0001104659-26-065991
5.07

Item 5.07 - Submission of Matters to a Vote of Security Holders

314 words

Item 5.07. Submission of Matters to a Vote of Security Holders.

On May 19, 2026, Passage Bio, Inc. (the “ Company ”)
held its 2026 Annual Meeting of Stockholders (the “ Annual Meeting ”) and the following proposals were adopted:

1.

Election of two Class III directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:

Nominees

Shares

For

Shares

Withheld

Broker

Non-Votes

Athena Countouriotis, M.D.

971,120

519,093

637,397

Sandip Kapadia

972,608

517,605

637,397

2.

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Shares

For

Shares

Against

Shares

Abstaining

Broker

Non-Votes

2,083,031

41,539

3,040

—

3.

Approval, on a non-binding advisory basis, of the compensation
of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting:

Shares

For

Shares

Against

Shares

Abstaining

Broker

Non-Votes

1,452,505

36,352

1,356

637,397

4.

Approval, on a non-binding advisory basis, of the frequency
of holding future advisory votes on named executive officer compensation:

Shares for

One Year

Shares for

Two Years

Shares for

Three Years

Shares

Abstaining

Broker

Non-Votes

1,450,605

5,046

28,143

6,419

637,397

The Company’s stockholders
advised that they were in favor of every year as the frequency of holding future advisory votes on the compensation of the Company’s
named executive officers. Based on these results and consistent with the Company’s recommendation, the Company’s board of
directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers
every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation
of the Company’s named executive officers.

2