Neurogene holders back directors and pay plan

Neurogene Inc. reported the results of its 2026 annual stockholder meeting.

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Form Type

8-K

Rhea-AI Filing Summary

Neurogene Inc. reported the results of its 2026 annual stockholder meeting. Stockholders representing 11,387,407 common shares, about 72.92% of voting power, were present, establishing a quorum. Two Class III directors, Robert Baffi and Rohan Palekar, were elected to serve until the 2029 annual meeting.

Stockholders approved, on an advisory basis, the compensation of the company’s named executive officers and ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026. In a separate advisory vote, investors expressed a preference for annual advisory votes on executive pay, and the company plans to hold them every year.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares represented at meeting: 11,387,407 shares Votes for Robert Baffi: 9,540,734 shares Votes for Rohan Palekar: 10,058,331 shares +3 more

6 metrics

Shares represented at meeting 11,387,407 shares Approximately 72.92% of voting power present for 2026 annual meeting

Votes for Robert Baffi 9,540,734 shares Election as Class III director until 2029 annual meeting

Votes for Rohan Palekar 10,058,331 shares Election as Class III director until 2029 annual meeting

Say-on-pay votes for 9,991,445 shares Advisory approval of named executive officer compensation

Auditor ratification votes for 9,345,925 shares Ratification of Deloitte & Touche LLP for year ending December 31, 2026

One-year frequency votes 10,006,265 shares Preference for annual advisory votes on executive compensation

Key Terms

Annual Meeting of Stockholders, Class III directors, named executive officers, independent registered public accounting firm, +2 more

6 terms

Annual Meeting of Stockholders financial

"On June 3, 2026, Neurogene Inc. held its 2026 Annual Meeting of Stockholders"

Class III directors financial

"Election of two Class III directors, Robert Baffi and Rohan Palekar"

Class III directors are members of a company’s board assigned to one of several staggered term groups, so only that class faces election in a particular year while other classes stay in place. For investors this affects corporate control and takeover risk because staggered elections make it slower and harder for an outside group to replace a majority of directors quickly—think of it as a rotating schedule for board seats that provides continuity but can also entrench existing leadership.

named executive officers financial

"Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"Ratification ... of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

broker non-votes financial

"Nominee | Shares For | Shares Withheld | Broker Non-Votes"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory (non-binding) basis financial

"Approval on an advisory (non-binding) basis of the compensation"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did Neurogene Inc. (NGNE) stockholders vote on at the 2026 annual meeting?

Stockholders voted on electing two Class III directors, approving executive compensation on an advisory basis, ratifying Deloitte & Touche LLP as auditor for 2026, and choosing how often to hold future advisory votes on executive pay, selecting an annual frequency.

Were Neurogene Inc. (NGNE) directors re-elected at the 2026 annual meeting?

Yes. Stockholders elected Class III directors Robert Baffi and Rohan Palekar to serve until the 2029 annual meeting. Baffi received 9,540,734 votes for, and Palekar received 10,058,331 votes for, with additional withheld and broker non-vote shares recorded.

How did Neurogene Inc. (NGNE) stockholders vote on executive compensation in 2026?

Stockholders approved the company’s named executive officer compensation on an advisory basis. The proposal received 9,991,445 votes for, 36,394 against, and 61,631 abstentions, with 1,297,937 broker non-votes, indicating broad support in this non-binding say-on-pay vote.

Did Neurogene Inc. (NGNE) stockholders ratify Deloitte & Touche as auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026. The ratification received 9,345,925 votes for, 1,939,039 against, and 102,443 abstentions, reflecting strong overall shareholder approval for the auditor appointment.

How often will Neurogene Inc. (NGNE) hold future advisory votes on executive pay?

Stockholders indicated a preference for annual say-on-pay votes. The one-year option received 10,006,265 votes, compared with 3,407 for two years and 16,721 for three years. Neurogene plans to hold advisory votes on executive compensation every year, subject to future board determinations.

What level of shareholder participation did Neurogene Inc. (NGNE) have at its 2026 annual meeting?

The meeting had 11,387,407 common shares represented in person or by proxy, equating to about 72.92% of the voting power. This level of participation constituted a quorum, allowing the company to conduct official business and finalize the proposals presented to stockholders.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/04/2026 - 04:41 PM EDT

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 3, 2026

Neurogene Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-36327	98-0542593
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

535 W 24th Street, 5th Floor

New York, NY 10011

(Address of principal executive offices, including zip code)

Registrant's telephone number, including area code: (877) 237-5020

N/A

(Former name or former Address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value

NGNE

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


Item 5.07			Submission of Matters to a Vote of Security Holders

On June 3, 2026, Neurogene Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The matters listed below were presented at the Annual Meeting. There were 11,387,407 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 72.92% 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 7, 2026, the record date for the Annual Meeting. A more detailed description of each of the proposals is included in the 2026 Proxy Statement. The final voting results are set forth below.

1.Election of two Class III directors, Robert Baffi and Rohan Palekar, each to serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified:


Nominee	Shares For	Shares Withheld	Broker Non-Votes
Robert Baffi	9,540,734	548,736	1,297,937
Rohan Palekar	10,058,331	31,139	1,293,937

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
9,991,445	36,394	61,631	1,297,937

3.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, 2026:


Shares For	Shares Against	Shares Abstaining
9,345,925	1,939,039	102,443

4.An advisory, non-binding vote on whether future non-binding advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years:


One Year	Two Years	Three Years	Shares Abstaining	Broker Non-Votes
10,006,265	3,407	16,721	63,077	1,297,937

In light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.

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 4, 2026	By:	/s/ Donna M Cochener
		Name: Donna M Cochener
		Title: SVP, General Counsel, Corporate Secretary

Source: View Original Filing on SEC EDGAR

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