---
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"
generated_at: "2026-06-04T21:09:08.674497+00:00"
event_type: "other"
sentiment: "neutral"
materiality_score: 0.1
calibrated_materiality_score: 0.1
confidence: "high"
source: SEC EDGAR
---

# Neurogene stockholders elect directors, approve executive compensation, ratify Deloitte

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other
- sentiment: neutral
- materiality_score: 0.1
- calibrated_materiality_score: 0.1
- confidence: high
- sec_items: 5.07
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001404644-26-000040
- JSON: https://secwatch.observer/filing/0001404644-26-000040.json
- Plain text: https://secwatch.observer/filing/0001404644-26-000040.txt

## Key facts
- Shareholder Votes
  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.
  - Proposal: say on pay
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm
- Shareholder Votes
  Neurogene Inc. shareholders approved Election of two Class III directors, Robert Baffi and Rohan Palekar at the 2026-06-03 meeting.
  - Proposal: director election
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm
- Shareholder Votes
  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.
  - Proposal: auditor ratification
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm
- Shareholder Votes
  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.
  - Proposal: say on pay frequency
  - Outcome: passed
  - Meeting: 2026-06-03
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1404644/000140464426000040/0001404644-26-000040-index.htm

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