REGENXBIO Inc. current report, 25 May 2018

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Business Context and Reporting Period

This Form 8-K filing by REGENXBIO Inc. reports corporate governance events and the results of the 2018 annual meeting of stockholders held on May 25, 2018. The report details the election of a new director and the ratification of the independent auditor.

Key Financial Metrics

The filing does not provide revenue, profit, cash flow, margins, debt, or liquidity metrics. This report focuses exclusively on corporate governance and voting results.

Material Changes and Corporate Actions

Director Election and Compensation

  • New Director: Alexandra Glucksmann, Ph.D., was elected as a Class I director effective May 25, 2018. Her term expires at the 2019 annual meeting.
  • Independence: The Board determined Dr. Glucksmann is an independent director under SEC and Nasdaq rules.
  • Compensation Package:
    • Initial Option Grant: 25,000 shares at an exercise price of $49.45 per share (closing price on May 25, 2018). Vests monthly over three years.
    • Annual Retainer: $35,000.
    • Future Annual Options: Eligible for 12,500 shares annually starting in 2019, vesting over one year.
    • Acceleration: Options accelerate upon change of control or death.
  • Indemnification: Dr. Glucksmann entered into a standard indemnification agreement with the Company.

2018 Annual Meeting Voting Results

The following proposals were voted on by stockholders:

Proposal Outcome Key Vote Counts
Proposal 1: Election of Class III Directors All nominees elected
  • Luke M. Beshar: 22,473,716 For / 2,917,667 Withheld
  • Kenneth T. Mills: 22,515,353 For / 2,876,030 Withheld
  • David C. Stump, M.D.: 21,063,792 For / 4,327,591 Withheld
Proposal 2: Ratification of PricewaterhouseCoopers LLP Ratified
  • For: 28,204,454
  • Against: 6,743
  • Abstaining: 5,206

Guidance, Outlook, and Risks

The filing contains no financial guidance, outlook, or management commentary regarding business operations. No specific risks or contingencies are disclosed in this report beyond standard governance procedures.

Investor Verification Checklist

  • Verify the independence status of the newly elected director, Alexandra Glucksmann, Ph.D.
  • Review the definitive proxy statement filed on April 12, 2018, for full details on the director compensation program.
  • Confirm the vesting schedule and acceleration clauses for the 25,000 share option grant.
  • Note the significant number of votes withheld for David C. Stump, M.D. (4,327,591) compared to other nominees.