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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 6, 2024, Generation Bio Co. (the “Company”) held its 2024 annual meeting of stockholders (the “Annual Meeting”). A total of 66,489,181 shares of common stock were entitled to vote as of April 10, 2024, the record date for the Annual Meeting. There were 53,570,875 shares of common stock present virtually or represented by proxy at the Annual Meeting, constituting a quorum to conduct business.
The following proposals were voted upon at the Annual Meeting:
| Proposal 1 | Election of Jeffrey Jonas, M.D., Geoff McDonough, M.D., and Donald Nicholson, Ph.D., as Class I directors to the Company’s board of directors, each to serve until the 2027 annual meeting of stockholders; |
| Proposal 2 | Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024; |
| Proposal 3 | Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers. |
On June 6, 2024, Broadridge Financial Solutions, Inc., the independent inspector of election for the Annual Meeting, delivered its final report as to the voting results for each of these proposals. The following are the final voting results for each of the items voted on at the Annual Meeting:
Proposal 1. Election of Class I Directors.
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker
Non-Votes |
Jeffrey Jonas, M.D. | | 35,807,200 | | 12,353,347 | | 5,410,328 |
Geoff McDonough, M.D. | | 47,658,822 | | 501,725 | | 5,410,328 |
Donald Nicholson, Ph.D. | | 47,589,073 | | 571,474 | | 5,410,328 |
Based on the votes set forth above, the stockholders of the Company elected Jeffrey Jonas, M.D., Geoff McDonough, M.D., and Donald Nicholson, Ph.D., as Class I directors to the Company’s board of directors, each to serve until the 2027 annual meeting of stockholders.
Proposal No. 2. Ratification of Appointment of Ernst & Young LLP.
| | | | | |
| Votes For | | Votes Against | | Abstentions |
| 53,562,165 | | 1,795 | | 6,915 |
Based on the votes set forth above, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm to serve for the year ending December 31, 2024.
Proposal No. 3. Advisory (Non-Binding) Vote on Executive Compensation
| | | | | | |
| Votes For | | Votes Against | | Abstentions | Broker Non-Votes |
| 47,772,176 | | 373,246 | | 15,125 | 5,410,328 |
Based on the votes set forth above, the stockholders of the Company approved, on an advisory (non-binding) basis, of the compensation of its named executive officers.