Generation Bio (GBIO) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on June 4, 2025, with voting available online, by phone, or by mail.

• Stockholders as of April 7, 2025, are eligible to vote on four main proposals, including director elections, auditor ratification, executive compensation, and a reverse stock split.

• The board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Election of three Class II directors for three-year terms.

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

• Advisory 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 board determining the exact ratio and timing.

• Procedures for submitting future shareholder proposals and director nominations are outlined, with specific deadlines for 2026.

Board of directors and corporate governance

• The board is divided into three classes with staggered terms; all directors except the CEO are independent.

• Committees include audit, talent (compensation), and nominating/governance, each with defined responsibilities and independent members.

• Corporate governance guidelines and a code of business conduct and ethics are in place, with annual board self-evaluations.

• Stockholders can communicate directly with the board, and director attendance at meetings is encouraged.