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.

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

• Company highlights significant clinical and business milestones in 2025, including key partnerships, trial progress, and financial strength.

Voting matters and shareholder proposals

• Proposals include election of three Class II directors, ratification of PwC as auditor, advisory vote on executive compensation, and approval of stock option exchanges for non-executive and executive employees.

• Board unanimously recommends voting for all proposals.

• Voting instructions provided for internet, phone, and mail; only shareholders of record as of April 1, 2026, may vote.

Board of directors and corporate governance

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

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

• Lead Independent Director role established to enhance governance; separation of CEO and Chairman roles.

• Annual board and committee performance evaluations conducted.