{"schema_version":"secwatch.filing_event.v1","accession":"0001628280-23-021819","form_type":"8-K","ticker":"NGNE","cik":"0001404644","company_name":"Neurogene Inc.","filed_at":"2023-06-12T23:59:59+00:00","discovered_at":"2026-05-14T18:03:38.724557+00:00","generated_at":"2026-06-14T02:49:41.764207+00:00","sec_items":["5.07"],"event_type":"other","sentiment":"neutral","materiality_score":0.3,"calibrated_materiality_score":0.3,"confidence":"high","headline":"Neoleukin stockholders approve reverse stock split and elect directors at 2023 annual meeting","bullets":["Elected Class III directors Boyd, Palekar, and Simpson with >17.6M shares for each.","Approved reverse stock split at ratio 1:2 to 1:5, board to set exact ratio within one year.","Approved officer exculpation amendment with 11.6M For vs 8.8M Against (excluding broker non-votes).","Ratified Deloitte & Touche as auditor for FY2023 with 27.0M shares for.","Non-binding advisory vote on executive compensation approved with 13.5M For vs 6.8M Against."],"urls":{"canonical":"https://secwatch.observer/filing/0001628280-23-021819","json":"https://secwatch.observer/filing/0001628280-23-021819.json","markdown":"https://secwatch.observer/filing/0001628280-23-021819.md","text":"https://secwatch.observer/filing/0001628280-23-021819.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/nltx-20230608.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-14T02:49:41.764207+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":"3660c4f4636e176ce56be0a891705ee2c97650c3","claim":"Neurogene Inc. shareholders approved Approval, by non-binding advisory vote, of the compensation paid by the Company to its named executive officers. at the 2023-06-08 meeting.","evidence_excerpt":"5. Approval, by non-binding advisory vote, of the compensation paid by the Company to its named executive officers. Shares For Shares Against Shares Abstaining Broker Non-Votes 13,514,724 6,833,846 87,739 6,680,834","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"say on pay"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"798f25c9523746779cb313923ea07fe3579063b2","claim":"Neurogene Inc. shareholders approved Election of three Class III Directors, M. Cantey Boyd, Rohan Palekar and Todd S. Simpson, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s ear at the 2023-06-08 meeting.","evidence_excerpt":"1. Election of three Class III Directors, M. Cantey Boyd, Rohan Palekar and Todd S. Simpson, each to serve a three-year term, which will expire at the 2026 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until such director’s earlier resignation or removal. Nominees Shares For Shares Withheld Broker Non-Votes M. Cantey Boyd 19,947,525 488,784 6,680,834 Rohan Palekar 19,938,449 497,860 6,680,834 Todd S. Simpson 17,641,439 2,794,870 6,680,834","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"93124a1b39ee4735f73ab6b2977222cf9eae4651","claim":"Neurogene Inc. shareholders approved Approval of an amendment to the Certificate of Incorporation to permit the exculpation of officers from personal liability for certain breaches of the duty of care. at the 2023-06-08 meeting.","evidence_excerpt":"3. Approval of an amendment to the Certificate of Incorporation to permit the exculpation of officers from personal liability for certain breaches of the duty of care. Shares For Shares Against Shares Abstaining Broker Non-Votes 11,593,424 8,775,712 67,173 6,680,834","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"be83d155cd213884caa47bc6077b041bbb24f842","claim":"Neurogene Inc. shareholders approved Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. at the 2023-06-08 meeting.","evidence_excerpt":"4. Ratification of the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of the Company for its fiscal year ending December 31, 2023. Shares For Shares Against Shares Abstaining 26,983,470 60,815 72,858","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"auditor ratification"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"},{"claim_id":"fcfd5e914bf8be3a70201863383574477ed497c8","claim":"Neurogene Inc. shareholders approved Approval for the Company’s Board of Directors (the “Board”) to implement, at the Board's discretion, an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split at a ratio not less than 1-for-2 and not greater t at the 2023-06-08 meeting.","evidence_excerpt":"2. Approval for the Company’s Board of Directors (the “Board”) to implement, at the Board's discretion, an amendment to the Company’s Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to effect a reverse stock split at a ratio not less than 1-for-2 and not greater than 1-for-5, with the exact ratio to be set within that range at the discretion of the Board prior to the one-year anniversary of the Annual Meeting without further approval or authorization of the stockholders, and a corresponding reduction in the number of authorized shares of common stock. Shares For Shares Against Shares Abstaining 26,231,211 827,666 58,266","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1404644/000162828023021819/0001628280-23-021819-index.htm","confidence":0.9,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"reverse split"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2023-06-08"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}