Passage BIO, Inc. 8-K Summary
Business Context and Reporting Period
This Form 8-K reports the results of the 2026 Annual Meeting of Stockholders held by Passage BIO, Inc. on May 19, 2026. The company is incorporated in Delaware and its common stock trades on the Nasdaq Capital Market under the symbol PASG.
Key Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This report focuses exclusively on corporate governance and stockholder voting outcomes.
Material Changes and Voting Results
Stockholders approved four key proposals at the Annual Meeting:
- Director Elections: Two Class III directors were elected to three-year terms expiring in 2029:
- Athena Countouriotis, M.D.: 971,120 shares For; 519,093 shares Withheld; 637,397 Broker Non-Votes.
- Sandip Kapadia: 972,608 shares For; 517,605 shares Withheld; 637,397 Broker Non-Votes.
- Auditor Ratification: KPMG LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- 2,083,031 shares For; 41,539 shares Against; 3,040 shares Abstaining.
- Executive Compensation (Say-on-Pay): Stockholders approved the compensation of named executive officers on a non-binding advisory basis.
- 1,452,505 shares For; 36,352 shares Against; 1,356 shares Abstaining.
- Compensation Vote Frequency: Stockholders advised in favor of holding future advisory votes on executive compensation every year.
- 1,450,605 shares voted for a one-year frequency.
- The Board has determined to conduct these votes annually until the next required vote.
Guidance, Outlook, and Risks
The filing text does not provide a clear value for financial guidance, management outlook, specific risks, contingencies, or unusual items. The document is limited to the disclosure of voting results.
Key Facts for Investor Verification
- Confirmation that Athena Countouriotis, M.D., and Sandip Kapadia have officially assumed their roles as Class III directors.
- Verification of the annual "Say-on-Pay" policy implementation as directed by the Board.
- Review of the full Proxy Statement for detailed executive compensation figures referenced in the advisory vote.
- Confirmation of KPMG LLP's engagement for the 2026 fiscal year audit.