enGene Holdings Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders

British Columbia		001-41854		00-0000000
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4868 Rue Levy, Suite 220 Saint-Laurent, Quebec		H4R 2P1
(Address of principal executive offices)		(Zip code)

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Shares	ENGN	NASDAQ
Warrants, each exercisable for one Common Share, at an exercise price of $11.50 per Common Share	ENGNW	NASDAQ

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Approval of the enGene Holdings Inc. 2025 Employee Stock Purchase Plan

As described in Item 5.07 of this Current Report on Form 8-K, on June 10, 2025, at its 2025 Annual General Meeting of shareholders (the “Annual Meeting”), the shareholders of enGene Holdings Inc. (the “Company”) approved the adoption of the 2025 Employee Stock Purchase Plan  (the “ESPP”), pursuant to which 2,000,000 common shares of the Company, no par value (the “Common Shares”), will be reserved for issuance.

The ESPP is intended to promote the interests of the Company by providing eligible employees with the opportunity to acquire a proprietary interest in the Company through participation in an employee stock purchase plan designed to qualify under Section 423 of the Internal Revenue Code of 1986 (the “Code”) for one or more specified offerings made under the Plan, or where determined appropriate by the Plan Administrator under Section 3(b), outside the requirements of Code Section 423. The number of Common Shares reserved for issuance under the ESPP will be limited to 2,000,000 shares. The shares issuable under the ESPP will be made available from authorized but unissued common shares. Shares that are cancelled, terminated, forfeited, fail to vest, or for any other reason are not paid or delivered under the ESPP will generally be available for subsequent offering periods under the ESPP. The Plan is effective as of June 10, 2025, which was the date of the Annual Meeting.

For a further description of the terms and conditions of the ESPP, as approved by shareholders, see “Proposal 2: Approval of the 2025 Employee Stock Purchase Plan Proposal” in the Company’s definitive Proxy Statement, as filed with the Securities and Exchange Commission on May 9, 2025 (the “Proxy Statement”), which description is incorporated herein by reference.

The foregoing description of the ESPP, including the description contained in the Proxy Statement, is qualified in its entirety by reference to the full text of the ESPP, a copy of which is filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

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

The Annual Meeting of the Company was held on June 10, 2025 at 8:30 a.m. EDT. A total of 38,101,263 of the Company’s  Common Shares were present or represented by proxy at the Annual Meeting, representing approximately 74.60% of the Company’s 51,070,851 Common Shares that were outstanding and entitled to vote at the Annual Meeting as of the record date of April 29, 2025.

Set forth below, and pursuant to the requirements set out in subsection 11.3 of National Instrument 51-102, are the final voting results for each of the matters submitted to a vote of the shareholders at the Annual Meeting, which matters are each described in further detail in the Company’s Proxy Statement:

	ENGENE HOLDINGS INC.
Date: June 10, 2025	By:	/s/ Ronald H. W. Cooper
	Name: Ronald H. W. Cooper
	Title: Chief Executive Officer