Generation Bio (GBIO) Proxy Filing summary

Executive summary

• The 2025 Annual Meeting will be held virtually on June 4, 2025, with voting on four key proposals and other business as may arise.

• Only stockholders of record as of April 7, 2025, are eligible to vote, with 67,013,359 shares outstanding.

• Proxy materials are available online, and voting can be done via internet, phone, mail, or during the meeting.

Voting matters and shareholder proposals

• Election of three Class II directors for terms expiring in 2028.

• Ratification of Ernst & Young LLP as independent auditor for 2025.

• Advisory (non-binding) vote on executive compensation (say-on-pay).

• Approval of a reverse stock split at a ratio between 1-for-10 and 1-for-30, with the exact ratio and timing at the board's discretion.

• Board recommends voting FOR all proposals.

Board of directors and corporate governance

• Board consists of ten members divided into three staggered classes, with detailed biographies provided for all directors and nominees.

• Majority of directors are independent; only the CEO is not considered independent.

• Board committees include audit, talent (compensation), and nominating/governance, each with defined responsibilities and independent membership.

• Board and committees met regularly in 2024, with high attendance.

• Corporate governance guidelines and a code of business conduct and ethics are in place.