SEC Form DEF 14A filed by enGene Holdings Inc.

1.

to receive and consider the audited financial statements of the Company for the year ended October 31, 2024, together with the auditor’s report thereon;

2.

to elect two director nominees to serve as directors until the 2028 annual meeting of shareholders or until their successors are elected and qualified, subject to their earlier resignation or removal;

3.

to approve a proposal to adopt the enGene Holdings Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), in substantially the form attached to the accompanying proxy statement as Schedule B, pursuant to which 2,000,000 common shares of the Company, no par value (the “Common Shares”), will be reserved for issuance;

4.

to appoint KPMG LLP, Montreal, Canada (“KPMG”), as the Company’s auditor for the ensuing year and authorize the directors to approve the remuneration to be paid to the auditor; and

5.

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

	DATED this 9th day of May 2025.
		ON BEHALF OF THE BOARD OF DIRECTORS
		/s/ Ronald H. W. Cooper
		Ronald H. W. Cooper
		Chief Executive Officer, President and Director

QUESTIONS AND ANSWERS	2
SHARE OWNERSHIP	13
GOVERNANCE	17
PROPOSALS TO BE VOTED ON	26
PROPOSAL 1 - ELECTION OF DIRECTORS	26
PROPOSAL 2 - APPROVAL OF THE 2025 EMPLOYEE STOCK PURCHASE PLAN	33
PROPOSAL 3 - APPOINTMENT AND REMUNERATION OF AUDITORS	39
AUDIT COMMITTEE REPORT	40
EXECUTIVE OFFICERS	41
EXECUTIVE COMPENSATION	43
DIRECTOR COMPENSATION	55
EQUITY COMPENSATION PLAN INFORMATION	58
DIRECTORS’ APPROVAL	59
SCHEDULE A	A-1
SCHEDULE B	B-1

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our notice of meeting;

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our proxy statement for the Meeting, including any schedules thereto;

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a proxy or voting instruction card;

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a financial statement request form; and

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our Annual Report.

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the election of two members of the Board to hold office for a three-year term expiring on the annual general meeting to be held in 2028, or until their successors are elected and qualified, subject to earlier resignation or removal;

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the approval of a proposal to adopt the enGene Holdings Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), in substantially the form attached to the accompanying proxy statement as Schedule B, pursuant to which 2,000,000 Common Shares will be reserved for issuance;

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the appointment of KPMG LLP (“KPMG”), chartered professional accountants, as auditors for the Company for the ensuing year and the authorization of the Board to fix the remuneration to be paid to the auditor; and

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to transact such other business as may properly come before the Meeting.

	Matter		Voting Options		Board Recommendation		Required Vote		Impact of Abstentions or Broker Non-Votes
	1.     Election of Two Directors to Each Hold Office For a Three-Year Term Expiring on the 2028 Annual Meeting of Shareholders		“For”; “Withhold”		“For”		Simple majority of votes cast (only votes “for” are considered votes cast)		No effect. Abstentions and broker non-votes will not be counted for or against the proposal and will therefore have no effect.
	2.    Adoption of the 2025 Employee Stock Purchase Plan		“For”; “Against”; “Abstain”		“For”		Simple majority of votes cast (only votes “for” are considered votes cast)		No effect. Abstentions and broker non-votes will not be counted for or against the proposal and will therefore have no effect.
	3.    Appointment of Auditors		“For”; “Withhold”		“For”		Simple majority of votes cast (only votes “for” are considered votes cast)		Abstentions will not be counted for or against the proposal and will therefore have no effect.  This item is considered a ‘routine’ matter and therefore brokers may vote without specific instruction on this matter.

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You may vote via the Internet. To vote via the Internet, go to www.proxyvote.com to complete an electronic proxy card or scan the QR Code to access the website. You will be asked to provide the control number from the proxy card when you vote. Your vote must be received by 8:30 a.m. Eastern Time on June 6, 2025 to be counted.

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You may vote by telephone. To vote by telephone, dial 1-800-474-7493 (English) or 1-800-474-7501 (French) and follow the recorded instructions. You will be asked to provide the control number from the proxy card. Your vote must be received by 8:30 a.m. Eastern Time on June 6, 2025 to be counted. If you vote by telephone, you do not need to return a proxy card by mail.

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You may vote by mail. To vote by mail using the proxy card, you need to complete, date and sign the proxy card and return it promptly by mail in the envelope provided so that it is received no later than 8:30 a.m. Eastern Time on June 6, 2025. The persons named in the proxy card will vote the shares you own in accordance with your instructions on the proxy card you mail.

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You may vote at the Meeting. To vote at the meeting, follow the instructions at www.proxyvote.com (have your Notice or proxy card in hand when you visit the website).

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each person known to the Company to be the beneficial owner of more than 5% of outstanding Common Shares;

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each director (including those nominated for election at the Meeting) and each of the Company’s named executive officers; and

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all executive officers and directors of the Company as a group.

Name and Address of Beneficial Owner		Number of Shares				Percent of Total Voting Power
enGene greater than 5% holders
Forbion Growth (1)			9,201,434				17.2	%
Lumira Ventures III, L.P. and affiliates (2)			4,181,853				8.1	%
Forbion Capital Fund III Coöperatief U.A. (3)			3,369,275				6.5	%
Venrock Healthcare Capital Partners III, L.P. and affiliates (4)			5,046,414				9.9	%
Deep Track Biotechnology Master Fund, Ltd. and affiliates (5)			4,557,575				8.9	%
Blue Owl Capital Holdings LP (6)			3,095,069				6.1	%
Kynam Capital Management and affiliates (7)			4,994,090				9.8	%
enGene directors, director nominees and named executive officers
Jasper Bos (8)(9)			20,000				*	%
Gerald Brunk (2) (10)			4,201,853				8.2	%
Dr. Richard Glickman (11)			110,436				*	%
Paul Hastings (12)			13,333				*	%
Wouter Joustra (8) (13)			13,333				*	%
Lota Zoth (14)			33,333				*	%
Ronald H.W. Cooper (15)			80,834				*	%
Dr. Raj S. Pruthi (16)			59,793				*	%
Lee G. Giguere (17)			95,834				*	%
Jason Hanson (18)			1,216,266				2.3	%
enGene directors and executive officers as a group (13 persons)(19)			5,459,106				10.4	%

(1)

Pursuant to a Schedule 13D/A filed with the SEC on November 1, 2024, Forbion Growth Sponsor FEAC I B.V., or FEAC Sponsor, is the record holder of 3,765,932 Common Shares. Forbion Growth Opportunities Fund I Cooperatief U.A. (“FGOF”) is the record holder of 3,032,430 Common Shares. Also includes warrants held by FEAC Sponsor that may be exercised to acquire 1,736,406 Common Shares, and warrants held by FGOF that may be exercised to acquire 666,666 Common Shares. FGOF wholly owns the FEAC Sponsor and therefore the FEAC Sponsor and FGOF have shared voting and investment power over the Common Shares held by the FEAC Sponsor. Forbion Growth Management B.V. (“Forbion Management”) is the sole director of FGOF and therefore shares voting and investment power (i) with FGOF over the Common Shares that will be held by FGOF and (ii) with FGOF and, indirectly, the FEAC Sponsor, over the Common Shares that will be held by the FEAC Sponsor. Forbion Management exercises voting and investment power through its investment committee (the “Investment Committee”) consisting of Sander Slootweg, Martien van Osch, Geert-Jan Mulder, Vincent van Houten, Dirk Kersten, Nanna Lüneborg, Wouter Joustra and Jasper Bos. None of the members of the Investment Committee has individual voting and investment power with respect to the FEAC Shares, and each such member disclaims beneficial ownership of the FEAC Shares except to the extent of his or her proportionate pecuniary interest therein. Jasper Bos, Cyril Lesser, Sander Slootweg and Wouter Joustra, who are directors of the FEAC Sponsor, have voting and investment discretion with respect to the Common Shares owned by the FEAC Sponsor and may be deemed to have indirect shared beneficial ownership of the Common Shares owned by the FEAC Sponsor. Jasper Bos, Cyril Lesser, Sander Slootweg and Wouter Joustra each disclaim beneficial ownership over the Common Shares except to the extent of their pecuniary interest therein. FGOF, FEAC Sponsor, Forbion Management and such members of the Investment Committee each disclaims any affiliation with Forbion III and its directors, officers or other affiliates. The business address of the above-named Forbion persons is c/o Forbion, Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

(2)

Pursuant to a Schedule 13D/A filed with the SEC on February 21, 2024, consists of 1,341,790 Common Shares held by Lumira Ventures III, L.P. (“Lumira III”), 44,647 Common Shares held by Lumira Ventures III (International), L.P. (“Lumira III Int’l”), 993,651 Common Shares held by Lumira Ventures IV, L.P. (“Lumira IV”), 238,851 Common Shares held by Lumira Ventures IV (International), L.P. (“Lumira IV Int’l”), 1,077,386 Common Shares held by Merck Lumira Biosciences Fund, L.P. (“Merck-Lumira”), and 152,974 Common Shares held by Merck Lumira Biosciences Fund (Québec), L.P. (“Merck-Lumira B” and, together with Lumira III, Lumira III Int’l, Lumira IV, Lumira IV Int’l, and Merck-Lumira, the “Lumira entities”). The number of enGene Warrants reported includes warrants held by Lumira III that may be exercised to acquire 114,945 Common Shares, warrants held by Lumira III Int’l that may be exercised to acquire 3,825 Common Shares, warrants held by Lumira IV that may be exercised to acquire 38,301 Common Shares, warrants held by Lumira IV Int’l that may be exercised to acquire 9,207 Common Shares, warrants held by Merck-Lumira that may be exercised to acquire 145,603 Common Shares, and warrants held by Merck-Lumira B that may be exercised to acquire 20,673 Common Shares. Lumira III and Lumira III Int’l are controlled by their general partner, Lumira Ventures III GP, L.P., and managed by Lumira Capital Investment Management Inc. (“Lumira Mgmt”). Lumira Ventures III GP, L.P. is controlled by its general partners, Lumira III GP Inc. and Lumira III GP Holdings Co. Lumira IV and Lumira IV Int’l are controlled by their general partner, Lumira IV GP 2020 Inc., and managed by Lumira Mgmt. Merck-Lumira and Merck-Lumira B are controlled by their general partner, Lumira Capital GP, L.P., and managed by Lumira Mgmt. Lumira Capital GP, L.P. is controlled by its general partners, Lumira GP Inc. and Lumira GP Holdings Co. Mr. Brunk is an executive officer of each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co. and Lumira Mgmt. Each of Lumira III GP Inc., Lumira III GP Holdings Co., Lumira IV GP 2020 Inc., Lumira GP Inc., Lumira GP Holdings Co., Lumira Mgmt and Mr. Brunk may be deemed to beneficially own the securities held by the respective Lumira entities, but each disclaims beneficial ownership except to the extent of their respective pecuniary interests therein, if any. The business address of the Lumira entities is 141 Adelaide Street West, Suite 770, Toronto, Ontario, Canada M5H 3L5.

(3)

Pursuant to a Schedule 13G/A filed with the SEC on February 14, 2024, consists of 2,894,199 Common Shares and warrants that may be exercised to acquire 475,076 Common Shares. Forbion III Management B.V. (“Forbion III”) is the director of Forbion Capital Fund III Coöperatief U.A. (“Forbion III COOP”) with voting and investment power over the shares held by Forbion III COOP. Such voting and investment power are exercised by Forbion III through its investment committee, consisting of H. A. Slootweg, M. A. van Osch, G. J. Mulder, H.N. Reithinger, Dr. M. Boorsma and S. J. H. van Deventer. None of the members of the investment committee have individual voting and investment power with respect to such shares, and the members of the investment committee, including Dr. Boorsma, who is a former director of enGene Inc., disclaim beneficial ownership of such shares except to the extent of their proportionate pecuniary interests therein. Forbion III COOP disclaims any affiliation with FEAC, FEAC Sponsor, or any of FEAC’s or FEAC Sponsor’s direct or indirect directors, officers or other affiliates. The business address of Forbion III COOP and Forbion III is Gooimeer 2-35, 1411 DC Naarden, The Netherlands.

(4)

Pursuant to a Schedule 13G/A filed with the SEC on February 14, 2025 by Venrock Healthcare Capital Partners III, L.P. and its affiliates, consists of (i) 1,104,175 shares held by Venrock Healthcare Capital Partners III, L.P. (“VHCP III”); (ii) 110,434 shares held by VHCP Co-Investment Holdings III, LLC (“VHCP Co-Investment III”); and (iii) 3,831,805 shares held by Venrock Healthcare Capital Partners EG, L.P. (“VHCP EG”). VHCP Management III, LLC (“VHCP Management III”) is the general partner of VHCP III and the manager of VHCP Co-Investment III. VHCP Management EG, LLC (“VHCP Management EG”) is the general partner of VHCP EG. Messrs. Nimish Shah and Bong Koh are the voting members of VHCP Management III and VHCP Management EG. The address of the principal business office of aforementioned entities and individuals is 7 Bryant Park, 23rd Floor, New York, NY 10018.

(5)

Pursuant to a Schedule 13G/A filed with the SEC on February 14, 2025 by Deep Track Capital, LP, Deep Track Biotechnology Master Fund, Ltd., and David Kroin, as the control person for Deep Track Capital, LP. Deep Track Capital, LP is the investment manager of Deep Track Biotechnology Master Fund, Ltd. The business address of Deep Track Capital, LP is 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830; the business address of Deep Track Biotechnology Master Fund, Ltd. is c/o Walkers Corporate Limited, 190 Elgin Ave, George Town, KY1-9001, Cayman Islands, and the business address of Mr. Kroin is c/o Deep Track Capital, LP, 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830.

(6)

Pursuant to a Schedule 13G/A filed with the SEC on November 14, 2024 by Blue Owl Capital Holdings LP (“Blue Owl”), Blue Owl has sole voting and dispositive power over the reported shares. The address for Blue Owl is 399 Park Avenue, New York, NY 10022.

(7)

Pursuant to a Schedule 13G filed with the SEC on February 14, 2025 by Kynam Capital Management, LP (“Kynam”), Kynam Capital Management GP, LLC (“Kynam GP”) and Yue Tang.  Yue Tang, as the managing member of Kynam and Kynam GP, has the power to vote and dispose of the securities held by Kynam. The principal business address of each of Kynam, Kynam GP, and Yue Tang is 221 Elm Rd., Princeton NJ, 08540.

(8)

Each of Mr. Bos and Mr. Joustra is a director of FEAC Sponsor, and a member of the investment committee of Forbion Management. Each of Mr. Bos and Mr. Joustra disclaims beneficial ownership over the Common Shares held by FEAC Sponsor and FGOF, except to the extent of each of his proportionate pecuniary interest therein.

(9)

Includes 20,000 Common Shares underlying stock options exercisable by Mr. Bos within 60 days.

(10)

Includes 20,000 Common Shares underlying stock options exercisable by Mr. Brunk within 60 days.

(11)

Includes 24,675 Common Shares held by Dr. Glickman and 85,761 Common Shares underlying stock options exercisable by Dr. Glickman within 60 days.

(12)

Includes 13,333 Common Shares underlying stock options exercisable by Mr. Hastings within 60 days.

(13)

Includes 13,333 Common Shares underlying stock options exercisable by Mr. Joustra within 60 days.

(14)

Includes 33,333 Common Shares underlying stock options exercisable by Ms. Zoth within 60 days.

(16)

Includes 59,793 Common Shares underlying stock options exercisable by Dr. Pruthi within 60 days.

(17)

Includes 95,834 Common Shares underlying stock options exercisable by Mr. Giguere within 60 days.

(18)

Includes 1,216,266 Common Shares underlying stock options exercisable by Mr. Hanson within 60 days. Mr. Hanson’s employment ended on July 22, 2024 pursuant to the terms of his Transition Agreement. See “- Employment Arrangements with our Named Executive Officers - Hanson Transition Agreement” above.

(19)

Includes directors and current executive officers as of April 25, 2025.

Name		Age		Position		Committees of the Board		Expiry of Director Term
Ronald H.W. Cooper		62		Chief Executive Officer, President and Director		-		2026 AGM
Jasper Bos		50		Director		NCG		2026 AGM
Gerald Brunk		56		Director		Audit; Comp. (chair)		2025 AGM
Dr. Richard Glickman		67		Chairman; Director		Audit; NCG (chair)		2025 AGM
Paul Hastings		65		Director		Comp.; NCG		2027 AGM
Wouter Joustra		36		Director		Comp.		2027 AGM
Lota S. Zoth		65		Director		Audit (chair); NCG		2027 AGM

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appointing enGene’s Chief Executive Officer;

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developing the corporate goals and objectives that enGene’s Chief Executive Officer is responsible for meeting and reviewing the performance of enGene’s Chief Executive Officer against such corporate goals and objectives;

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taking steps to satisfy itself as to the integrity of enGene’s Chief Executive Officer and other executive officers and that enGene’s Chief Executive Officer and other executive officers create a culture of integrity throughout the organization;

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reviewing and approving enGene’s Code of Conduct (as defined herein) and reviewing and monitoring compliance with the Code of Conduct and enGene’s enterprise risk management processes;

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adopting a strategic planning process to establish objectives and goals for enGene’s business and reviewing, approving, and modifying, as appropriate, the strategies proposed by management to achieve such objectives and goals; and

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reviewing and approving material transactions not in the ordinary course of business.

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each of Jasper Bos, Paul Hastings, Wouter Joustra, and Lota Zoth, and, if reelected to the Board at the Meeting, Gerald Brunk and Richard Glickman, meet the applicable independence standards established by Nasdaq and the SEC and that they are each “independent” within the meaning of National Instrument 52-110 – Audit Committees (“NI 52-110”); and

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each of Paul Hastings and Lota Zoth, and, if reelected to the Board at the Meeting, Gerald Brunk and Richard Glickman, is independent under the heightened independence standards of NI 52-110, the SEC and Nasdaq rules for audit committee independence.

Name of Director		Name of Reporting Issuer		Name of Exchange Listed On
Richard Glickman		Eupraxia Pharmaceuticals Inc. Essa Pharma Inc.		TSX; Nasdaq Nasdaq
Ronald H.W. Cooper		C4 Therapeutics, Inc. Generation Bio Co.		Nasdaq Nasdaq
Paul Hastings		Nkarta, Inc.		Nasdaq
Lota Zoth		Inovio Pharmaceuticals, Inc. 89BIO, Inc.		Nasdaq Nasdaq

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the quality and integrity of enGene’s financial statements and related information;

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the independence, qualifications, appointment and performance of enGene’s external auditor;

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enGene’s disclosure controls and procedures, internal control over financial reporting and management’s responsibility for assessing and reporting on the effectiveness of such controls;

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enGene’s compliance with applicable legal and regulatory requirements; and

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enGene’s enterprise risk management processes.

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reviewing and making recommendations with respect to compensation policy and programs and determining and recommending option grants under enGene’s incentive stock plan;

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reviewing and recommending to the Board the manner in which executive compensation should be tied to corporate goals and objectives;

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reviewing and approving annually the corporate goals and objectives applicable to the compensation of the Chief Executive Officer, evaluating at least annually the Chief Executive Officer’s performance in light of those goals and objectives and determining and approving the Chief Executive Officer’s compensation level based on this evaluation;

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making recommendations to the Board regarding the compensation of all other executive officers;

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reviewing and making recommendations to the Board regarding incentive compensation plans and equity-based plans;

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authority to oversee enGene’s non-executive incentive compensation plans and equity-based plans, including the discharge of any duties imposed on the compensation committee by any of those plans; and

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reviewing director compensation for service on the Board and board committees at least once a year and to recommending any changes to its Board.

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identifying individuals qualified to become members of the Board;

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selecting or recommending that the Board select director nominees for the next annual meeting of shareholders and determining the composition of the Board and its committees;

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developing and overseeing a process to assess the Board, the Chair of the Board, the committees of the board, the chairs of the committees, individual directors and management; and

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developing and implementing enGene’s corporate governance guidelines.

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Gerald Brunk; and

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Dr. Richard Glickman.

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Gerald Brunk and Richard Glickman have terms expiring on the date of the Meeting, and if reelected at the Meeting will have a three-year term expiring at the annual general meeting to be held in 2028;

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Ronald H.W. Cooper and Jasper Bos have terms expiring at the annual general meeting to be held in 2026; and

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Lota Zoth, Wouter Joustra and Paul Hastings have terms expiring at the annual general meeting to be held in 2027.

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is a party to the contract or transaction;

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is a director or officer, or an individual acting in a similar capacity, of a party to the contract or transaction; or

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has a material interest in a party to the contract or transaction.

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Purchase rights granted to a participant may not permit such individual to purchase more than twenty-five thousand dollars ($25,000) worth of the Company’s common shares (valued at the time each purchase right is granted) for each calendar year those purchase rights are outstanding at any time.

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Purchase rights may not be granted to any individual if such individual would, immediately after the grant, own or hold outstanding options or other rights to purchase, common shares possessing five percent or more of the total combined voting power or value of all classes of the Company’s outstanding shares or the outstanding shares of any of the Company’s affiliates.

1.

the Company’s proposed employee stock purchase plan (the “ESPP”), as more particularly described in the Proxy Statement of the Company dated May 9, 2025, be and is hereby authorized and approved; and

2.

any director or officer of the Company be, and is hereby, authorized and directed to execute and deliver for and in name of and on behalf of the Company, whether under its corporate seal or not, all such certificates, instruments, agreements, documents and notices and to do all such other acts and things as in such person’s opinion may be necessary or desirable for the purpose of giving effect to this ordinary resolution.”

		2024 (US$)			2023 (US$)
Audit fees(1)		934,000			1,983,000
Audit-related fees(2)		—			—
Tax fees(3)		49,000			744,000
All other fees(2)		—			—
Total		983,000			2,727,000

(1)

Audit fees consisted of professional services rendered for the audit of our consolidated financial statements, reviews of interim financial statements, as well as work generally only the independent registered public accounting firm can reasonably be expected to provide, such as consents in connection with the filing of registration statements and related amendments, as well as other filings.

(2)	There were no audit-related or other fees incurred in 2024 or 2023.

(3)	Tax fees consisted of services related to tax compliance, including the preparation of tax returns, tax planning, and advice.

Name		Age		Position
Named Executive Officers
Ronald H.W. Cooper		61		Chief Executive Officer, President and Director
Dr. Anthony T. Cheung		54		Chief Scientific Officer
Joan Connolly		56		Chief Technology Officer
Ryan Daws		51		Chief Financial Officer
Lee G. Giguere		45		Chief Legal Officer and Corporate Secretary
Dr. Alexander Nichols		40		Chief Strategy and Operations Officer
Dr. Raj S. Pruthi		58		Chief Medical Officer

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