UNITED STATES
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FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 19, 2026, Passage Bio, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:
| 1. | Election of two Class III directors, identified in the table below, each to serve a three-year term, which will expire at the 2029 Annual Meeting of Stockholders and until such time as their respective successors have been duly elected and qualified or until their earlier resignation or removal: |
| Nominees | Shares For | Shares Withheld | Broker Non-Votes | |||||||||
| Athena Countouriotis, M.D. | 971,120 | 519,093 | 637,397 | |||||||||
| Sandip Kapadia | 972,608 | 517,605 | 637,397 | |||||||||
| 2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026: |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 2,083,031 | 41,539 | 3,040 | — | |||||||||||
| 3. | Approval, on a non-binding advisory basis, of the compensation of the Company's named executive officers as disclosed in the proxy statement for the Annual Meeting: |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 1,452,505 | 36,352 | 1,356 | 637,397 | |||||||||||
| 4. | Approval, on a non-binding advisory basis, of the frequency of holding future advisory votes on named executive officer compensation: |
| Shares for One Year | Shares for Two Years | Shares for Three Years | Shares Abstaining | Broker Non-Votes | ||||||||||||||
| 1,450,605 | 5,046 | 28,143 | 6,419 | 637,397 | ||||||||||||||
The Company’s stockholders advised that they were in favor of every year as the frequency of holding future advisory votes on the compensation of the Company’s named executive officers. Based on these results and consistent with the Company’s recommendation, the Company’s board of directors has determined that the Company will conduct future advisory votes regarding the compensation of its named executive officers every year. This policy will remain in effect until the next required stockholder vote on the frequency of advisory votes on the compensation of the Company’s named executive officers.
2
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| PASSAGE BIO, INC. | ||
| Date: May 26, 2026 | By: | /s/ Kathleen Borthwick |
| Kathleen Borthwick | ||
| Chief Financial Officer | ||