Item 5.07 Submission of Matters to a Vote of Security Holders. REGENXBIO Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 29, 2026. There were 42,818,883 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 82.95% of the shares of common stock that were entitled to vote at the Annual Meeting. The final voting results for each proposal considered at the Annual Meeting are set forth below. For more information on the proposals, please refer to the Company’s definitive proxy statement related to the Annual Meeting, which was filed with the SEC on April 14, 2026 (the “Proxy Statement”). Proposal 1 : By the following vote, the following three persons were elected to serve as Class II directors until the Company’s 2029 annual meeting of stockholders: Nominee Votes For Votes Withheld Broker Non-Votes Jean Bennett, M.D., Ph.D. 24,025,836 11,238,926 7,554,121 A.N. “Jerry” Karabelas, Ph.D. 27,124,923 8,139,839 7,554,121 Daniel Tassé 32,039,753 3,225,009 7,554,121 Proposal 2 : By the following vote, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026: Votes For Votes Against Votes Abstaining Broker Non-Votes 42,526,553 244,785 47,545 0 Proposal 3 : By the following vote, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement: Votes For Votes Against Votes Abstaining Broker Non-Votes 32,392,302 2,722,825 149,635 7,554,121 Proposal 4 : By the following vote, the stockholders approved, the Stock Option Exchange Program for the Company’s non-executive employees: Votes For Votes Against Votes Abstaining Broker Non-Votes 26,352,456 8,853,230 59,076 7,554,121 Proposal 5 : By the following vote, the stockholders did not approve, a Stock Option Exchange Program for the Company’s executive employees: Votes For Votes Against Votes Abstaining Broker Non-Votes 14,097,815 21,021,531 145,416 7,554,121 A description of the terms and conditions of the Stock Option Exchange Program was previously reported in the Proxy Statement.
RGNX Regenxbio Inc. - 8-K
Accession
0001193125-26-2545905.078.01
Item 5.07 - Submission of Matters to a Vote of Security Holders
336 words
Item 8.01 - Other Events
173 words
Item 8.01 Other Events. On June 3, 2026, the Company commenced a Stock Option Exchange Program for non-executive employees that was approved by shareholders at the Annual Meeting. The exchange offer period will commence on June 3, 2026 and, unless extended, will conclude on July 1, 2026. Under the program, eligible participants will be able to exchange outstanding stock options granted under the Company’s 2015 Equity Incentive Plan that have an exercise price at or above $18.00, for a reduced number of stock options at a per share exercise price equal to the fair market value of the Company’s common stock on the grant date of the new options, which is expected to be the first business day following the expiration of the exchange offer. The exchange program is not expected to result in a significant change to the Company’s stock compensation expense. For more information, please refer to the Proxy Statement and the Tender Offer Statement that the Company expects to file with the Securities and Exchange Commission on June 3, 2026.