Taysha Gene Therapies (NASDAQ: TSHA) holders approve board, auditor and annual say-on-pay

Rhea-AI Filing Summary

Taysha Gene Therapies, Inc. reported voting results from its 2026 annual meeting of stockholders. Of 287,341,999 shares outstanding on the record date, 243,857,812 shares, or about 84.86%, were present or represented by proxy, indicating strong participation.

Stockholders elected Sean P. Nolan and Laura Sepp-Lorenzino, Ph.D. as directors to serve until the 2029 annual meeting. They also ratified Deloitte & Touche LLP as independent auditor for the year ending December 31, 2026, with 243,814,085 votes in favor.

On a non-binding basis, stockholders approved the compensation of the named executive officers and expressed a preference to hold future advisory votes on executive pay every year. The company plans to hold these say-on-pay votes annually unless the board later determines a different frequency is in stockholders’ best interests.

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 outstanding (record date): 287,341,999 shares Shares present or by proxy: 243,857,812 shares Votes for Nolan: 169,142,295 votes +4 more

7 metrics

Shares outstanding (record date) 287,341,999 shares Outstanding as of record date for 2026 annual meeting

Shares present or by proxy 243,857,812 shares Present or represented at 2026 annual meeting (84.86%)

Votes for Nolan 169,142,295 votes Election of director Sean P. Nolan

Votes for Sepp-Lorenzino 150,094,517 votes Election of director Laura Sepp-Lorenzino, Ph.D.

Votes for auditor ratification 243,814,085 votes Ratification of Deloitte & Touche LLP for 2026

Votes for executive pay 168,142,551 votes Advisory approval of named executive officer compensation

Votes for annual frequency 203,825,717 votes Preference for one-year say-on-pay frequency

Key Terms

broker non-votes, non-binding advisory, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes: 38,973,186"

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.

non-binding advisory financial

"Approval of, on a non-binding advisory basis, the compensation"

A non-binding advisory is a formal recommendation or vote that expresses shareholder or stakeholder opinion but does not create a legal obligation for a company to act. It matters to investors because it signals how influential groups view management decisions or policies; markets often react to that signal as if it were binding, even though the company can ignore it. Think of it like a public opinion poll that can pressure leaders but cannot force a change.

named executive officers financial

"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

"as independent registered public accounting firm for the fiscal year"

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.

preferred frequency financial

"the preferred frequency of future stockholder advisory votes"

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Understanding 8-K Material Events →

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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 1, 2026

Taysha Gene Therapies, Inc.

(Exact name of registrant as specified in its Charter)

Delaware		001-39536		84-3199512
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

3000 Pegasus Park Drive, Suite 1430 Dallas, Texas		75247
(Address of Principal Executive Offices)		(Zip Code)

(214) 612-0000

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(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 Instructions 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, $0.00001 par value		TSHA		The Nasdaq Stock Market LLC

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 June 1, 2026, Taysha Gene Therapies, Inc. (the “Company”) held its 2026 annual meeting of stockholders (the “Annual Meeting”). At the Annual Meeting, the stockholders considered four proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 22, 2026 (the “Proxy Statement”). Of the 287,341,999 shares outstanding as of the record date, 243,857,812 shares, or approximately 84.86%, were present or represented by proxy at the Annual Meeting. Set forth below are the results of the matters submitted for a vote of stockholders at the Annual Meeting.

Proposal No. 1: Election of two nominees to serve as directors until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. The votes were cast as follows:

Name		Votes For				Votes Withheld
Sean P. Nolan			169,142,295				35,742,331
Laura Sepp-Lorenzino, Ph.D.			150,094,517				54,790,109

Broker Non-Votes: 38,973,186

Both nominees were elected.

Proposal No. 2: Ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026. The votes were cast as follows:

		Votes For				Votes Against				Abstained
Ratification of selection of Deloitte & Touche LLP			243,814,085				25,551				18,176

Broker Non-Votes: 0

Proposal No. 3: Approval of, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the proxy statement. The votes were cast as follows:

		Votes For				Votes Against				Abstained
Approval of the compensation of the Company’s named executive officers			168,142,551				36,396,784				345,291

Broker Non-Votes: 38,973,186

Proposal No. 4: Indication of, on a non-binding advisory basis, the preferred frequency of future stockholder advisory votes on the compensation of the Company’s named executive officers. The votes were cast as follows:

		One Year				Two Years				Three Years				Abstained
Advisory indication of preferred frequency of future shareholder advisory votes on Company’s named executive officer compensation			203,825,717				360,924				630,378				67,607

Broker Non-Votes: 38,973,186

Consistent with the stockholder voting results above and the recommendation of the board of directors of the Company (the “Board”) as disclosed in the Proxy Statement for the Annual Meeting, the Company has determined to solicit a non-binding advisory vote on the compensation of the Company’s named executive officers every year until the next required stockholder vote on the frequency of such non-binding advisory vote, or until the Board of the Company determines that a different frequency of such non-binding advisory vote is in the best interest of the Company’s stockholders.

SIGNATURES

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 hereunto duly authorized.

				Taysha Gene Therapies, Inc.
Dated: June 2, 2026				By:		/s/ Kamran Alam
						Kamran Alam
						Chief Financial Officer

FAQ

What was the shareholder turnout at Taysha Gene Therapies (TSHA)'s 2026 annual meeting?

Shareholder turnout was high, with 243,857,812 shares present or represented by proxy out of 287,341,999 shares outstanding, representing approximately 84.86% participation. This level of turnout indicates broad stockholder engagement in the company’s governance decisions.

Which directors were elected at Taysha Gene Therapies (TSHA)'s 2026 annual meeting?

Stockholders elected Sean P. Nolan and Laura Sepp-Lorenzino, Ph.D. as directors. Each will serve until the 2029 annual meeting and until a successor is elected and qualified, reflecting continued support for the company’s current board composition.

Did Taysha Gene Therapies (TSHA) stockholders approve the auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026, with 243,814,085 votes for, 25,551 against, and 18,176 abstentions, and no broker non-votes recorded.

How did Taysha Gene Therapies (TSHA) stockholders vote on executive compensation?

On a non-binding advisory basis, stockholders approved the compensation of named executive officers with 168,142,551 votes for, 36,396,784 against, and 345,291 abstentions. There were 38,973,186 broker non-votes, reflecting shares present but not voting on this proposal.

What frequency did Taysha Gene Therapies (TSHA) investors prefer for say-on-pay votes?

Investors expressed a clear preference for an annual say-on-pay vote, with 203,825,717 votes favoring one year, 360,924 for two years, 630,378 for three years, and 67,607 abstentions. The company plans to hold these advisory pay votes every year.

How will Taysha Gene Therapies (TSHA) respond to the say-on-pay frequency vote?

Consistent with the stockholder vote and board recommendation, the company plans to hold a non-binding advisory vote on executive compensation every year until the next required frequency vote or until the board determines a different schedule better serves stockholders.

Filing Exhibits & Attachments

3 documents

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB