| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 3, 2022, the Board of Directors (the “Board”) of REGENXBIO Inc. (the “Company”), based upon the recommendation of the Nominating and Corporate Governance Committee, elected Jennifer Zachary as a Class I director of the Company and a member of the Audit Committee, effective immediately. Ms. Zachary’s initial term began after the Company’s 2022 annual meeting of stockholders (the “Annual Meeting”) and will expire at the Company’s 2025 annual meeting of stockholders. The Board has determined that Ms. Zachary is an independent director in accordance with applicable rules of the U.S. Securities and Exchange Commission (the “SEC”) and the Nasdaq Global Select Market.
Pursuant to the Company’s compensation program for non-employee directors, Ms. Zachary was granted an initial equity award with an aggregate grant date fair value of $550,000, of which 75% was in the form of a non-statutory stock option and 25% was in the form of restricted stock units (“RSUs”), in each case rounded down to the nearest whole share. The exercise price per share for the option was $22.84. The option will vest in equal monthly installments over a period of 36 months from the date of the grant and the RSUs will vest in equal increments on each of the first, second and third anniversaries of the first day of the month in which the RSUs were granted, except that in the event of a change of control of the Company or death, the option and RSUs will accelerate and become immediately exercisable and immediately vest, respectively. Ms. Zachary will also receive a $45,000 annual retainer for her service on the Board and an additional $10,000 annual retainer for her service on the Audit Committee. Ms. Zachary will be eligible to receive annual equity awards upon the conclusion of each annual meeting of stockholders beginning in 2023. The annual option will vest in equal monthly installments over a period of 12 months from the date of grant and the annual RSUs will vest in full on the first anniversary of the first day of the month in which the RSUs are granted, except that in the event of a change of control of the Company or death, the option and RSUs will accelerate and become immediately exercisable and immediately vest, respectively.
Ms. Zachary has entered into an indemnification agreement with the Company requiring the Company to indemnify her to the fullest extent permitted under Delaware law with respect to her service as a director. The indemnification agreement is in the form entered into with the Company’s other directors and executive officers, which was filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 (File No. 333-206430) filed on August 17, 2015. There are no arrangements or understandings between Ms. Zachary and any other person pursuant to which Ms. Zachary was elected as a director, and neither Ms. Zachary nor any of her immediate family members is a party, either directly or indirectly, to any transaction that would be required to be reported under Item 404(a) of Regulation S-K.
A copy of the Company’s press release announcing the election of Ms. Zachary is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
The Company held the Annual Meeting on June 3, 2022. The final voting results for each proposal considered at the Annual Meeting are set forth below. For more information on the proposals, see the Company’s definitive proxy statement on Schedule 14A filed with the SEC on April 7, 2022 (the “Proxy Statement”).
Proposal 1: By the following vote, the following two persons were elected to serve as Class I directors until the Company’s 2025 annual meeting of stockholders:
| | | | | | |
Nominee | | Votes For | | Votes Withheld | | Broker Non-Votes |
Allan M. Fox | | 28,832,022 | | 7,745,362 | | 2,739,014 |
Alexandra Glucksmann, Ph.D. | | 30,859,499 | | 5,717,885 | | 2,739,014 |
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, 2022:
| | | | | | |
Votes For | | Votes Against | | Votes Abstaining | | Broker Non-Votes |
| 39,263,479 | | 27,306 | | 25,613 | | 0 |
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 |
| 35,342,731 | | 1,197,534 | | 37,119 | | 2,739,014 |
