Passage Bio (NASDAQ: PASG) holders choose annual say-on-pay at 2026 meeting

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Passage Bio, Inc. reported results from its 2026 Annual Meeting of Stockholders held on May 19, 2026. Stockholders elected Athena Countouriotis, M.D. (971,120 shares for, 519,093 withheld, 637,397 broker non-votes) and Sandip Kapadia (972,608 for, 517,605 withheld, 637,397 broker non-votes) as directors.

Stockholders approved the advisory vote on executive compensation with 2,083,031 shares for, 41,539 against and 3,040 abstaining. They also approved another proposal with 1,452,505 shares for, 36,352 against, 1,356 abstaining and 637,397 broker non-votes. In the advisory vote on how often to hold future say‑on‑pay votes, 1,450,605 shares supported an annual vote, more than votes for two or three years.

Based on this outcome and its prior recommendation, the board decided to hold advisory votes on named executive officer compensation every year until the next required frequency vote.

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

Votes for Athena Countouriotis: 971,120 shares for Votes for Sandip Kapadia: 972,608 shares for Say-on-pay votes for: 2,083,031 shares for +4 more

7 metrics

Votes for Athena Countouriotis 971,120 shares for Director election at 2026 Annual Meeting

Votes for Sandip Kapadia 972,608 shares for Director election at 2026 Annual Meeting

Say-on-pay votes for 2,083,031 shares for Advisory vote on executive compensation

Say-on-pay votes against 41,539 shares against Advisory vote on executive compensation

Proposal approval votes 1,452,505 shares for Additional proposal at 2026 Annual Meeting

Frequency vote for one year 1,450,605 shares for Advisory vote on say-on-pay frequency

Broker non-votes on directors 637,397 broker non-votes Director election items

Key Terms

Annual Meeting of Stockholders, Broker Non-Votes, advisory votes on the compensation of the Company’s named executive officers, emerging growth company, +1 more

5 terms

Annual Meeting of Stockholders regulatory

"held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”)"

Broker Non-Votes regulatory

"971,120 ... 519,093 ... 637,397 | 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 votes on the compensation of the Company’s named executive officers financial

"future advisory votes on the compensation of the Company’s named executive officers"

emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

frequency of holding future advisory votes regulatory

"favor of every year as the frequency of holding future advisory votes"

Understanding 8-K Material Events →

05/26/2026 - 07:15 AM

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): May 19, 2026

PASSAGE BIO, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-39231	82-2729751
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

One Commerce Square 2005 Market Street, 39^th Floor Philadelphia, PA	19103
(Address of principal executive offices)	(Zip Code)

(267) 866-0311

(Registrant’s telephone number, including area code)

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:

¨	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, $0.0001 Par Value Per Share	PASG	The Nasdaq Stock Market LLC (Nasdaq Capital 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. ¨

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

On May 19, 2026, Passage Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:

Election of two Class III directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal:

Nominees	Shares For		Shares Withheld		Broker Non-Votes
Athena Countouriotis, M.D.		971,120		519,093		637,397
Sandip Kapadia		972,608		517,605		637,397

Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026:

Shares For				Shares Against				Shares Abstaining				Broker Non-Votes
	2,083,031				41,539				3,040				—

Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting:

Shares For				Shares Against				Shares Abstaining				Broker Non-Votes
	1,452,505				36,352				1,356				637,397

Approval, on a non-binding advisory basis, of the frequency of holding future advisory votes on named executive officer compensation:

Shares for One Year				Shares for Two Years				Shares for Three Years				Shares Abstaining				Broker Non-Votes
	1,450,605				5,046				28,143				6,419				637,397

The Company’s stockholders advised that they were in favor of every year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of the Company’s named executive officers.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	PASSAGE BIO, INC.

Date: May 26, 2026	By:	/s/ Kathleen Borthwick
		Kathleen Borthwick
		Chief Financial Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did Passage Bio (PASG) shareholders decide at the 2026 annual meeting?

Passage Bio shareholders elected two directors, approved executive compensation and another proposal, and recommended annual advisory votes on pay. These routine governance decisions confirm the company’s board slate and compensation approach without introducing new strategic or financial changes.

Which directors were elected at Passage Bio (PASG)’s 2026 annual meeting?

Shareholders elected Athena Countouriotis, M.D. and Sandip Kapadia as directors. Countouriotis received 971,120 shares for, and Kapadia 972,608 shares for, with similar withheld votes and 637,397 broker non-votes recorded for each director on the uncontested slate.

How did Passage Bio (PASG) shareholders vote on executive compensation in 2026?

Shareholders approved the advisory vote on named executive officer compensation. There were 2,083,031 shares voted for, 41,539 against and 3,040 abstaining, indicating broad support for the company’s current compensation program for senior management at this annual meeting.

How often will Passage Bio (PASG) hold say-on-pay votes going forward?

Shareholders advised that say‑on‑pay votes should occur every year, with 1,450,605 shares for one year versus lower support for two or three years. The board adopted this annual frequency until the next required stockholder vote on say‑on‑pay frequency is held in the future.

What were the vote results for the additional Passage Bio (PASG) proposal?

One proposal received 1,452,505 shares for, 36,352 against and 1,356 abstaining, plus 637,397 broker non-votes. The strong majority of votes cast favored this item, which was therefore approved under the company’s stated voting standards at the 2026 meeting.

Did broker non-votes affect Passage Bio (PASG)’s 2026 annual meeting outcomes?

Broker non-votes were recorded on several items, including 637,397 broker non-votes for the director elections and one proposal. These shares counted for quorum but did not count as votes for or against those proposals under standard stock exchange and company voting rules.

Filing Exhibits & Attachments

3 documents