---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-26-254590"
form_type: "8-K"
ticker: "RGNX"
cik: "0001590877"
company_name: "REGENXBIO Inc."
filed_at: "2026-06-03T11:30:16+00:00"
generated_at: "2026-06-03T11:35:19.617842+00:00"
event_type: "other_material"
sentiment: "negative"
materiality_score: 0.35
calibrated_materiality_score: 0.35
confidence: "high"
source: SEC EDGAR
---

# REGENXBIO shareholders reject executive stock option exchange; approve non-executive program

## Summary
- At 2026 annual meeting, shareholders voted against executive stock option exchange: 21,021,531 against, 14,097,815 for.
- Shareholders approved non-executive stock option exchange: 26,352,456 for, 8,853,230 against. Company commenced program on June 3.
- Exchange offer runs June 3–July 1, 2026; eligible options must have exercise price ≥ $18.00.
- Directors elected: Jean Bennett, Jerry Karabelas, Daniel Tassé; PwC ratified as auditor; advisory say-on-pay approved.
- Program not expected to significantly change stock compensation expense.

## SEC filing metadata
- accession: 0001193125-26-254590
- form_type: 8-K
- ticker: RGNX
- cik: 0001590877
- company_name: REGENXBIO Inc.
- filed_at: 2026-06-03T11:30:16+00:00
- event_type: other_material
- sentiment: negative
- materiality_score: 0.35
- calibrated_materiality_score: 0.35
- confidence: high
- sec_items: 5.07, 8.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/rgnx-20260529.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-254590
- JSON: https://secwatch.observer/filing/0001193125-26-254590.json
- Plain text: https://secwatch.observer/filing/0001193125-26-254590.txt

## Key facts
- Shareholder Votes
  REGENXBIO Inc. shareholders approved Ratification of appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for year ending December 31, 2026 at the 2026-05-29 meeting.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-05-29
  source text: Proposal 2 : By the following vote, the stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026: Votes For Votes Against Votes Abstaining Broker Non-Votes 42,526,553 244,785 47,545 0
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm
- Shareholder Votes
  REGENXBIO Inc. shareholders approved Advisory vote to approve compensation of named executive officers at the 2026-05-29 meeting.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-05-29
  source text: Proposal 3 : By the following vote, the stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement: Votes For Votes Against Votes Abstaining Broker Non-Votes 32,392,302 2,722,825 149,635 7,554,121
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm
- Shareholder Votes
  REGENXBIO Inc. shareholders approved Election of three Class II directors at the 2026-05-29 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-05-29
  source text: Proposal 1 : By the following vote, the following three persons were elected to serve as Class II directors until the Company’s 2029 annual meeting of stockholders: Nominee Votes For Votes Withheld Broker Non-Votes Jean Bennett, M.D., Ph.D. 24,025,836 11,238,926 7,554,121 A.N. “Jerry” Karabelas, Ph.D. 27,124,923 8,139,839 7,554,121 Daniel Tassé 32,039,753 3,225,009 7,554,121
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm
- Shareholder Votes
  REGENXBIO Inc. shareholders approved Approval of Stock Option Exchange Program for non-executive employees at the 2026-05-29 meeting.
  - Proposal: equity plan
  - Outcome: passed
  - Meeting: 2026-05-29
  source text: Proposal 4 : By the following vote, the stockholders approved, the Stock Option Exchange Program for the Company’s non-executive employees: Votes For Votes Against Votes Abstaining Broker Non-Votes 26,352,456 8,853,230 59,076 7,554,121
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm
- Shareholder Votes
  REGENXBIO Inc. shareholders rejected Stock Option Exchange Program for executive employees at the 2026-05-29 meeting.
  - Outcome: failed
  - Meeting: 2026-05-29
  source text: Proposal 5 : By the following vote, the stockholders did not approve, a Stock Option Exchange Program for the Company’s executive employees: Votes For Votes Against Votes Abstaining Broker Non-Votes 14,097,815 21,021,531 145,416 7,554,121
  evidence_url: https://www.sec.gov/Archives/edgar/data/1590877/000119312526254590/0001193125-26-254590-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.