Passage BIO, Inc. 8-K

What Happened
Passage Bio, Inc. (PASG) filed an 8‑K reporting the results of its May 19, 2026 Annual Meeting of Stockholders. Two Class III directors were re‑elected to three‑year terms (expiring at the 2029 annual meeting): Athena Countouriotis, M.D. and Sandip Kapadia. The company’s stockholders also ratified KPMG LLP as the independent registered public accounting firm for fiscal 2026 and approved non‑binding advisory votes on the compensation of named executive officers and the frequency of those advisory votes.

Key Details

• Director elections (three‑year terms expiring 2029):
  • Athena Countouriotis: 971,120 shares for; 519,093 withheld; 637,397 broker non‑votes.
  • Sandip Kapadia: 972,608 shares for; 517,605 withheld; 637,397 broker non‑votes.
• Auditor ratification: KPMG LLP ratified with 2,083,031 shares for; 41,539 against; 3,040 abstained.
• Say‑on‑Pay (advisory vote on executive compensation): 1,452,505 for; 36,352 against; 1,356 abstained; 637,397 broker non‑votes.
• Say‑on‑Frequency: stockholders favored annual votes — One Year: 1,450,605; Two Years: 5,046; Three Years: 28,143; 6,419 abstained; 637,397 broker non‑votes. The board will hold advisory votes on executive compensation annually.

Why It Matters
These outcomes confirm board continuity and management oversight: reelection of two directors and ratification of KPMG maintain current governance and audit continuity. The strong, non‑binding support for executive compensation and the clear preference for annual advisory votes signal stockholder approval of the company's pay practices and governance cadence; the board has committed to annual say‑on‑pay votes going forward. Investors should note the presence of broker non‑votes on several proposals (637,397 shares), which reflect shares held by brokers without voting instructions and can affect the voting totals for certain matters.