{"schema_version":"secwatch.filing_event.v1","accession":"0001404644-26-000040","form_type":"8-K","ticker":"NGNE","cik":"0001404644","company_name":"Neurogene Inc.","filed_at":"2026-06-04T20:41:02+00:00","discovered_at":"2026-06-04T20:42:01.322198+00:00","generated_at":"2026-06-04T21:09:08.674497+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.1,"calibrated_materiality_score":0.1,"confidence":"high","headline":"Neurogene stockholders elect directors, approve executive compensation, ratify Deloitte","bullets":["Class III directors Robert Baffi (9,540,734 for) and Rohan Palekar (10,058,331 for) elected to three-year terms.","Non-binding advisory vote on named executive officer compensation passed: 9,991,445 for, 36,394 against.","Ratification of Deloitte & Touche as auditor for FY 2026 approved: 9,345,925 for, 1,939,039 against.","Advisory vote on frequency of future compensation votes: 10,006,265 chose one year; company will hold votes annually.","Quorum of 11,387,407 shares (72.92%) present; meeting held June 3, 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001404644-26-000040","json":"https://secwatch.observer/filing/0001404644-26-000040.json","markdown":"https://secwatch.observer/filing/0001404644-26-000040.md","text":"https://secwatch.observer/filing/0001404644-26-000040.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/ngne-20260603.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-04T21:09:08.674497+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"1b9045d8bb8b9024b30c8646831b0186e00c924e","claim":"Neurogene Inc. shareholders approved Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers at the 2026-06-03 meeting.","evidence_excerpt":"Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers: Shares For Shares Against Shares Abstaining Broker Non-Votes 9,991,445 36,394 61,631 1,297,937","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-03"}],"fact_type":"shareholder_vote"},{"claim_id":"359c74dac1bcf2fb7e69622ed983e60b2431e36d","claim":"Neurogene Inc. shareholders approved Election of two Class III directors, Robert Baffi and Rohan Palekar at the 2026-06-03 meeting.","evidence_excerpt":"Election of two Class III directors, Robert Baffi and Rohan Palekar, each to serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified: Nominee Shares For Shares Withheld Broker Non-Votes Robert Baffi 9,540,734 548,736 1,297,937 Rohan Palekar 10,058,331 31,139 1,293,937","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-03"}],"fact_type":"shareholder_vote"},{"claim_id":"38ba63bfd04f25c850bee080b5141d36134ffc7b","claim":"Neurogene Inc. shareholders approved Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026 at the 2026-06-03 meeting.","evidence_excerpt":"Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026: Shares For Shares Against Shares Abstaining 9,345,925 1,939,039 102,443","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-03"}],"fact_type":"shareholder_vote"},{"claim_id":"418a4f91feafc1e40c6dc78452c9b96076441476","claim":"Neurogene Inc. shareholders approved An advisory, non-binding vote on whether future non-binding advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years at the 2026-06-03 meeting.","evidence_excerpt":"An advisory, non-binding vote on whether future non-binding advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years: One Year Two Years Three Years Shares Abstaining Broker Non-Votes 10,006,265 3,407 16,721 63,077 1,297,937","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay frequency"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2026-06-03"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}