Q32 Bio (QTTB) investors elect board, ratify EY and approve executive pay

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Filing Exhibits & Attachments

8-K Event Classification

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Key Terms

What did Q32 Bio Inc. (QTTB) stockholders vote on at the 2026 Annual Meeting?

How many Q32 Bio (QTTB) shares were represented at the 2026 Annual Meeting?

Were all Q32 Bio Inc. (QTTB) Class II director nominees elected in 2026?

Did Q32 Bio (QTTB) stockholders approve the auditor for fiscal year 2026?

How did Q32 Bio (QTTB) stockholders vote on executive compensation in 2026?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Q32 Bio Inc. reported the results of its 2026 Annual Meeting of Stockholders. Stockholders representing 11,833,800 common shares out of 15,629,463 entitled shares, or 75.71% of outstanding shares as of April 15, 2026, were present in person or by proxy.

All three Class II director nominees – Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D. – were elected to three-year terms ending at the 2029 annual meeting. Stockholders also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, stockholders approved, on a non-binding, advisory basis, the compensation of the company’s named executive officers. The report was signed on behalf of the company by Chief Executive Officer Jodie Morrison.

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.

Shares represented: 11,833,800 shares Shares entitled to vote: 15,629,463 shares Meeting participation: 75.71% +3 more

6 metrics

Shares represented 11,833,800 shares Common stock represented at 2026 Annual Meeting

Shares entitled to vote 15,629,463 shares Common stock entitled to vote as of April 15, 2026

Meeting participation 75.71% Percentage of outstanding common stock represented at the meeting

Auditor ratification support 11,821,046 votes for Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026

Say-on-pay support 8,072,067 votes for Non-binding advisory vote on named executive officer compensation

Director vote – Jodie Morrison 8,591,626 votes for Election as Class II director

emerging growth company, broker non-votes, independent registered public accounting firm, non-binding, advisory vote, +1 more

5 terms

emerging growth company regulatory

"Emerging growth company During the 2026 Annual Meeting of Stockholders"

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.

broker non-votes financial

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.

independent registered public accounting firm financial

"Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026"

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.

non-binding, advisory vote financial

"Non-Binding, Advisory Vote on the Compensation of the Company’s Named Executive Officers"

Class II directors financial

"The stockholders of the Company elected Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D., as Class II directors"

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Understanding 8-K Material Events →

06/16/2026 - 04:01 PM

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, 2026

Q32 Bio Inc.

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-38433

47-3468154

(State or Other Jurisdiction
of Incorporation)

(Commission

File Number)

(IRS Employer
Identification No.)


830 Winter Street
Waltham, Massachusetts		02451
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s Telephone Number, Including Area Code: 781 999-0232

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, par value $0.0001 per share

QTTB

The 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.

During the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Q32 Bio Inc. (the “Company”), the Company’s stockholders considered and voted on the three proposals set forth below, each of which is described in greater detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026 in connection with the Annual Meeting. Represented in person or by proxy at the Annual Meeting were 11,833,800 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”), out of 15,629,463 shares of Common Stock entitled to vote at the Annual Meeting, or 75.71% of the total number of shares of Common Stock outstanding as of April 15, 2026, the record date. The final voting results of the matters submitted to the stockholders’ vote are set forth below.

Proposal No. 1 - Election of Class II Directors:

The stockholders of the Company elected Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D., as Class II directors of the Company, for a three-year term ending at the annual meeting of stockholders to be held in 2029 and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation or removal. The results of the stockholders’ vote with respect to the election of the Class II directors were as follows:


Name	Votes For	Votes Withheld	Broker Non-Votes
Kathleen LaPorte	7,187,421	1,428,633	3,217,746
Jodie Morrison	8,591,626	24,428	3,217,746
Arthur Tzianabos, Ph.D.	8,310,837	305,217	3,217,746

Proposal No. 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, 2026:

The stockholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The results of such vote were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
11,821,046	7,909	4,845	—

Proposal No. 3 - Non-Binding, Advisory Vote on the Compensation of the Company’s Named Executive Officers:

The stockholders of the Company approved, on a non-binding, advisory basis, the compensation of the Company’s named executive officers. The results of the stockholders’ vote with respect to such approval were as follows:


Votes For	Votes Against	Abstentions	Broker Non-Votes
8,072,067	400,598	143,389	3,217,746

SIGNATURES

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.

Source: View Original Filing on SEC EDGAR

Stockholders voted on electing three Class II directors, ratifying Ernst & Young LLP as independent auditor for 2026, and approving, on a non-binding advisory basis, the compensation of named executive officers. All three proposals received sufficient support to pass.

A total of 11,833,800 shares of common stock were represented in person or by proxy. This was out of 15,629,463 shares entitled to vote as of April 15, 2026, representing 75.71% of outstanding shares on the record date.

Yes. Kathleen LaPorte, Jodie Morrison, and Arthur Tzianabos, Ph.D., were each elected as Class II directors for three-year terms ending at the 2029 annual meeting, continuing until a successor is elected and qualified or earlier death, resignation, or removal.

Yes. Stockholders ratified the appointment of Ernst & Young LLP as Q32 Bio Inc.’s independent registered public accounting firm for the fiscal year ending December 31, 2026, with 11,821,046 votes for, 7,909 votes against, and 4,845 abstentions recorded.

Stockholders approved, on a non-binding, advisory basis, the compensation of Q32 Bio’s named executive officers. The vote totals were 8,072,067 shares for, 400,598 shares against, and 143,389 abstentions, with 3,217,746 broker non-votes recorded on this proposal.

Q32 BIO INC.

Date: June 16, 2026

/s/ Jodie Morrison

Jodie Morrison

Chief Executive Officer

3 documents