Regenxbio (RGNX) Proxy filing summary

Executive summary

• Annual Meeting scheduled for May 29, 2026, with voting on director elections, auditor ratification, executive compensation, and two stock option exchange programs.

• Key business highlights include clinical trial progress, strategic partnerships, and financial strength with $240.9 million in cash at year-end 2025.

• Board recommends voting in favor of all proposals, emphasizing director independence and alignment with shareholder interests.

Voting matters and shareholder proposals

• Election of three Class II directors to serve until 2029.

• Ratification of PricewaterhouseCoopers LLP as independent auditor for 2026.

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

• Approval sought for stock option exchanges for both non-executive and executive employees to address underwater options.

Board of directors and corporate governance

• Board consists of 10 members, majority independent, with diverse expertise in life sciences, finance, and governance.

• Board committees (Audit, Compensation, Nominating/Governance) are fully independent and meet regularly.

• Lead Independent Director role established to enhance governance.

• Annual board and committee performance evaluations conducted.