Generation Bio Co. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders
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Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On June 4, 2025, Generation Bio Co. (the “Company”) held its 2025 annual meeting of stockholders (the “Annual Meeting”). A total of 67,013,359 shares of common stock were entitled to vote as of April 7, 2025, the record date for the Annual Meeting. There were 50,636,214 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 Ron Cooper, Anthony Quinn, M.B. Ch.B., Ph.D., and Jason Rhodes, as Class II directors to the Company’s board of directors, each to serve until the 2028 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, 2025; |
Proposal 3 | Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers; and |
Proposal 4 | Adoption and approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of not less than 1-for-10 and not greater than 1-for-30, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s board of directors, without further approval or authorization of the Company’s stockholders. |
On June 5, 2025, 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 II Directors.
Nominee |
| Votes For |
| Votes Withheld |
| Broker |
Ron Cooper | 31,328,687 | 7,135,729 | 12,171,798 | |||
Anthony Quinn, M.B. Ch.B., Ph.D. | 38,100,685 | 363,731 | 12,171,798 | |||
Jason Rhodes | 30,123,306 | 8,341,110 | 12,171,798 |
Based on the votes set forth above, the stockholders of the Company elected Ron Cooper, Anthony Quinn, M.B. Ch.B., Ph.D., and Jason Rhodes, as Class II directors to the Company’s board of directors, each to serve until the 2028 annual meeting of stockholders.
Proposal No. 2. Ratification of Appointment of Ernst & Young LLP.
Votes For | Votes Against | Abstentions | |||
50,507,873 | 113,314 | 15,027 |
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, 2025.
Proposal No. 3. Advisory (Non-Binding) Vote on Executive Compensation.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
38,082,392 | 359,912 | 22,112 | 12,171,798 |
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.
Proposal No. 4. Adoption and approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split.
Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
49,670,638 | 837,631 | 127,945 | 12,171,798 |
Based on the votes set forth above, the stockholders of the Company approved the adoption and approval of an amendment to the Company’s restated certificate of incorporation to effect a reverse stock split of the Company’s issued shares of common stock at a ratio within the range of not less than 1-for-10 and not greater than 1-for-30, without reducing the authorized number of shares of the Company’s common stock, with the exact ratio within such range and the implementation and timing of such reverse stock split to be determined at the sole discretion of the Company’s board of directors, without further approval or authorization of the Company’s stockholders.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GENERATION BIO CO. | ||
Date: June 5, 2025 | By: | /s/ Geoff McDonough |
Name: Geoff McDonough, M.D. | ||
Title: President and Chief Executive Officer | ||