Neurogene Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$NGNE
Biotechnology: Pharmaceutical Preparations
Health Care
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 12, 2025
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | ||||
On June 12, 2025, Neurogene Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). At the Annual Meeting, the Company's stockholders approved amendments to each of the Company's 2023 Equity Incentive Plan and the 2023 Employee Stock Purchase Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuable on exercise of prefunded warrants and conversion of preferred stock.
For additional information regarding the Company's 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan, please refer to the headings “Proposal 2: Approval of an Amendment to the 2023 Equity Incentive Plan” and “Proposal 3: Approval of an Amendment to the 2023 Employee Stock Purchase Plan”, respectively, in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on April 25, 2025 (the “2025 Proxy Statement”), which description is incorporated herein by reference.
The foregoing description and the summary contained in the 2025 Proxy Statement do not purport to be complete and are qualified in their entirety by reference to the full text of the 2023 Equity Incentive Plan and 2023 Employee Stock Purchase Plan, copies of which are filed as Exhibits 10.1 and 10.2 with this Current Report on Form 8-K and are incorporated herein by reference.
| Item 5.07 | Submission of Matters to a Vote of Security Holders | ||||
The matters listed below were presented at the Annual Meeting. There were 11,481,532 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 80.50% of the voting power of the shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 16, 2025, the record date for the Annual Meeting. A more detailed description of each of the proposals is included in the 2025 Proxy Statement. The final voting results are set forth below.
1.Election of two Class II directors, Sarah B. Noonberg and Robert “Keith” Woods, each to serve until the 2028 annual meeting of stockholders and until their respective successors are elected and qualified:
| Nominee | Shares For | Shares Withheld | Broker Non-Votes | |||||||||||||||||
| Sarah B. Noonberg | 10,344,227 | 656,571 | 480,734 | |||||||||||||||||
| Robert "Keith" Woods | 10,444,580 | 556,218 | 480,734 | |||||||||||||||||
2.Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||||||||
| 7,721,866 | 3,174,484 | 104,448 | 480,734 | |||||||||||||||||
3.Approval of an amendment to the Company's 2023 Equity Incentive Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuable on exercise of prefunded warrants and conversion of preferred stock:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||||||||
| 8,067,746 | 2,829,550 | 103,502 | 480,734 | |||||||||||||||||
4.Approval of an amendment to the Company’s 2023 Employee Stock Purchase Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuable on exercise of prefunded warrants and conversion of preferred stock:
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||||||||
| 10,794,908 | 101,329 | 104,561 | 480,734 | |||||||||||||||||
5.Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2025:
| Shares For | Shares Against | Shares Abstaining | |||||||||||||||
| 11,372,327 | 10,333 | 98,872 | |||||||||||||||
| Item 9.01 | Financial Statements and Exhibits | ||||
(d) Exhibits.
Exhibit Number | Description | |||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
SIGNATURE
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 thereunto duly authorized.
| NEUROGENE INC. | ||||||||
| Date: June 12, 2025 | By: | /s/ Donna M Cochener | ||||||
| Name: Donna M Cochener | ||||||||
| Title: SVP, General Counsel, Corporate Secretary | ||||||||