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Get filing alertsPassage Bio stockholders elect two directors, approve annual say-on-pay votes at 2026 meeting
Filed May 26, 2026 · Period ending May 19, 2026 · ~1 min read
Key Changes
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Stockholders elected Athena Countouriotis, M.D. and Sandip Kapadia as Class III directors for three-year terms expiring in 2029, with each receiving approximately 971,000-972,000 votes in favor.
Item 5.07 verify on EDGAR → -
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KPMG LLP ratified as independent auditor for fiscal 2026 with overwhelming support (2.08 million votes for). No auditor change occurred.
Item 5.07 verify on EDGAR → -
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Board adopted annual frequency for executive compensation advisory votes following stockholder preference, meaning say-on-pay votes will occur every year going forward.
Item 5.07 verify on EDGAR →
Summary
Passage Bio held its 2026 Annual Meeting on May 19, where stockholders completed routine governance matters. Two directors were re-elected to three-year terms, the company's existing auditor was reappointed, and shareholders expressed preference for annual executive compensation votes. All proposals passed with strong support and no contested issues.
For retail investors, this filing represents standard annual meeting housekeeping with no material business developments. The election results show no governance controversies, and the auditor continuity suggests financial reporting stability. The annual say-on-pay frequency aligns with common practice at public companies and gives shareholders regular input on executive pay.
Watch for the company's proxy statement next year, which will detail executive compensation and provide the first annual say-on-pay vote under the new frequency. Any significant changes to the board composition or auditor relationship would be disclosed in future filings.
Section-by-Section Diff
Event · Item 5.07 — Submission of Matters to a Vote of Security Holders
Passage Bio held its 2026 Annual Meeting, electing two Class III directors and ratifying KPMG as auditor; stockholders approved annual say-on-pay votes.
Show 1 minor / wording change
Added in current filing · verify on EDGAR →
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.
Stockholders voted to hold advisory votes on executive compensation annually rather than every two or three years. The board adopted this annual frequency, which will remain in effect until the next required vote on this topic.
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Figures/quotes linked to EDGAR · Narrative written by AI · May 28, 2026 · How we verify