REGENXBIO (NASDAQ: RGNX) investors back board, reject executive option swap

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

REGENXBIO Inc. reported the results of its 2026 annual stockholder meeting and launched a stock option exchange program for non-executive employees. Stockholders elected three Class II directors to serve until the 2029 annual meeting and ratified PricewaterhouseCoopers LLP as independent auditor for the year ending December 31, 2026.

Stockholders also approved, on an advisory basis, the compensation of named executive officers and approved a Stock Option Exchange Program for non-executive employees, but did not approve a similar program for executive employees. On June 3, 2026, the company began the approved exchange program, allowing eligible non-executive employees to exchange underwater options with exercise prices at or above $18.00 for a reduced number of options with an exercise price set at fair market value after the offer period, which runs from June 3 to July 1, 2026. The company states the program is not expected to significantly change its stock compensation expense.

8-K Event Classification

2 items: 5.07, 8.01

2 items

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.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Shares represented at meeting: 42,818,883 shares Quorum percentage: 82.95% Auditor ratification votes for: 42,526,553 votes +5 more

8 metrics

Shares represented at meeting 42,818,883 shares Approximately 82.95% of shares entitled to vote at 2026 annual meeting

Quorum percentage 82.95% Percentage of common stock entitled to vote represented at 2026 annual meeting

Auditor ratification votes for 42,526,553 votes Ratification of PricewaterhouseCoopers LLP for year ending December 31, 2026

Say-on-pay votes for 32,392,302 votes Advisory approval of named executive officer compensation

Non-exec option exchange approval votes for 26,352,456 votes Approval of Stock Option Exchange Program for non-executive employees

Exec option exchange votes against 21,021,531 votes Stock Option Exchange Program for executive employees not approved

Option exchange price threshold $18.00 per share Existing options eligible if exercise price is at or above this level

Exchange offer period June 3, 2026 to July 1, 2026 Scheduled duration of non-executive Stock Option Exchange Program

Key Terms

Stock Option Exchange Program, Broker Non-Votes, named executive officers, Tender Offer Statement, +1 more

5 terms

Stock Option Exchange Program financial

"the stockholders approved, the Stock Option Exchange Program for the Company’s non-executive employees"

Broker Non-Votes financial

"Votes For | Votes Against | Votes Abstaining | 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.

named executive officers financial

"the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement"

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.

Tender Offer Statement regulatory

"the Tender Offer Statement that the Company expects to file with the Securities and Exchange Commission on June 3, 2026"

A tender offer statement is the formal document that explains the details of a public proposal to buy shareholders’ stock at a specific price and under set conditions. It lists who is making the offer, the price and timing, how the purchase will be funded, and any conditions or risks, so shareholders can decide whether to sell. Think of it as a clear flyer for a buyout that tells investors what’s being offered and why it matters to their holdings.

independent registered public accounting firm financial

"ratified the appointment of PricewaterhouseCoopers 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.

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Understanding 8-K Material Events →

06/03/2026 - 07:30 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 29, 2026

    

REGENXBIO Inc.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-37553	47-1851754
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

9804 Medical Center Drive
Rockville, Maryland		20850
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 240 552-8181

    

(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	RGNX	The Nasdaq Global Select 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.

REGENXBIO Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) on May 29, 2026. There were 42,818,883 shares of common stock represented at the meeting by valid proxies or voted at the meeting, which was approximately 82.95% of the shares of common stock that were entitled to vote at the Annual Meeting. The final voting results for each proposal considered at the Annual Meeting are set forth below. For more information on the proposals, please refer to the Company’s definitive proxy statement related to the Annual Meeting, which was filed with the SEC on April 14, 2026 (the “Proxy Statement”).

Proposal 1: By the following vote, the following three persons were elected to serve as Class II directors until the Company’s 2029 annual meeting of stockholders:


Nominee	Votes For	Votes Withheld	Broker Non-Votes
Jean Bennett, M.D., Ph.D.	24,025,836	11,238,926	7,554,121
A.N. “Jerry” Karabelas, Ph.D.	27,124,923	8,139,839	7,554,121
Daniel Tassé	32,039,753	3,225,009	7,554,121

Proposal 2: By the following vote, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
42,526,553	244,785	47,545	0

Proposal 3: By the following vote, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
32,392,302	2,722,825	149,635	7,554,121

Proposal 4: By the following vote, the stockholders approved, the Stock Option Exchange Program for the Company’s non-executive employees:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
26,352,456	8,853,230	59,076	7,554,121

Proposal 5: By the following vote, the stockholders did not approve, a Stock Option Exchange Program for the Company’s executive employees:


Votes For	Votes Against	Votes Abstaining	Broker Non-Votes
14,097,815	21,021,531	145,416	7,554,121

A description of the terms and conditions of the Stock Option Exchange Program was previously reported in the Proxy Statement.

Item 8.01 Other Events.

On June 3, 2026, the Company commenced a Stock Option Exchange Program for non-executive employees that was approved by shareholders at the Annual Meeting. The exchange offer period will commence on June 3, 2026 and, unless extended, will conclude on July 1, 2026.

Under the program, eligible participants will be able to exchange outstanding stock options granted under the Company’s 2015 Equity Incentive Plan that have an exercise price at or above $18.00, for a reduced number of stock options at a per share exercise price equal to the fair market value of the Company’s common stock on the grant date of the new options, which is expected to be the first business day following the expiration of the exchange offer. The exchange program is not expected to result in a significant change to the Company’s stock compensation expense.

For more information, please refer to the Proxy Statement and the Tender Offer Statement that the Company expects to file with the Securities and Exchange Commission on June 3, 2026.

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.


			REGENXBIO INC.

Date:	June 3, 2026	By:	/s/ Patrick J. Christmas II
			Patrick J. Christmas II Executive Vice President, Chief Strategy & Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What did REGENXBIO (RGNX) stockholders approve at the 2026 annual meeting?

REGENXBIO stockholders elected three Class II directors, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved, on an advisory basis, executive compensation and a Stock Option Exchange Program for non-executive employees. These decisions confirm the board slate and key compensation and audit arrangements.

How many REGENXBIO (RGNX) shares were represented at the 2026 annual meeting?

A total of 42,818,883 REGENXBIO common shares were represented at the 2026 annual meeting, about 82.95% of shares entitled to vote. This level of participation indicates a strong quorum and broad shareholder involvement in director elections and major proposals.

What is REGENXBIO’s Stock Option Exchange Program for non-executive employees?

REGENXBIO’s Stock Option Exchange Program lets eligible non-executive employees exchange outstanding options with exercise prices at or above $18.00 for a reduced number of new options. The new options will have an exercise price equal to fair market value on the grant date following the offer’s expiration.

Why was the REGENXBIO stock option exchange for executives not approved?

Stockholders did not approve REGENXBIO’s proposed Stock Option Exchange Program for executive employees, with 21,021,531 votes against and 14,097,815 in favor. As a result, only the non-executive employee option exchange program is moving forward based on the shareholder voting outcomes disclosed.

What are the key dates for REGENXBIO’s non-executive option exchange offer?

The REGENXBIO non-executive Stock Option Exchange Program begins June 3, 2026, and is scheduled to conclude July 1, 2026, unless extended. The grant date for replacement options is expected to be the first business day after the exchange offer expires.

How did REGENXBIO stockholders vote on executive compensation in 2026?

REGENXBIO stockholders approved, on an advisory basis, the compensation of named executive officers, with 32,392,302 votes for, 2,722,825 against, and 149,635 abstaining. There were 7,554,121 broker non-votes recorded on this advisory say-on-pay proposal.

Filing Exhibits & Attachments

1 document