Neurogene Inc. Files Definitive Proxy Statement

Ticker: NGNE · Form: DEF 14A · Filed: Apr 26, 2024 · CIK: 1404644

Sentiment: neutral

Topics: DEF 14A, Neurogene Inc., Executive Compensation, Corporate Governance, Proxy Statement

TL;DR

<b>Neurogene Inc. has filed its Definitive Proxy Statement for the fiscal year ending December 31, 2023, detailing executive compensation and corporate history.</b>

AI Summary

Neurogene Inc. (NGNE) filed a Proxy Statement (DEF 14A) with the SEC on April 26, 2024. Neurogene Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024. The filing covers the fiscal year ending December 31, 2023. The company was formerly known as Neoleukin Therapeutics, Inc. until August 12, 2019. Previous former names include Aquinox Pharmaceuticals, Inc. and Aquinox Pharmaceuticals (USA) Inc. The filing includes executive compensation details for members such as Dr. McMinn, Ms. Cochener, and Dr. Drachman.

Why It Matters

For investors and stakeholders tracking Neurogene Inc., this filing contains several important signals. This DEF 14A filing provides shareholders with crucial information regarding executive compensation, board nominations, and other corporate governance matters, enabling informed voting decisions. The historical name changes indicate potential strategic shifts or rebranding efforts by the company over time, which could be relevant for long-term investors assessing corporate evolution.

Risk Assessment

Risk Level: low — Neurogene Inc. shows low risk based on this filing. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would inherently increase risk.

Analyst Insight

Review the executive compensation details and any proposals presented to shareholders to understand potential impacts on company strategy and shareholder value.

Executive Compensation

NameTitleTotal Compensation
Dr. McMinnMember
Ms. CochenerMember
Dr. DrachmanMember

Key Numbers

Key Players & Entities

FAQ

When did Neurogene Inc. file this DEF 14A?

Neurogene Inc. filed this Proxy Statement (DEF 14A) with the SEC on April 26, 2024.

What is a DEF 14A filing?

A DEF 14A is a definitive proxy statement sent to shareholders before annual meetings, covering executive compensation, board nominations, and shareholder votes. This particular DEF 14A was filed by Neurogene Inc. (NGNE).

Where can I read the original DEF 14A filing from Neurogene Inc.?

You can access the original filing directly on the SEC's EDGAR system. The filing is publicly available and includes all exhibits and attachments submitted by Neurogene Inc..

What are the key takeaways from Neurogene Inc.'s DEF 14A?

Neurogene Inc. filed this DEF 14A on April 26, 2024. Key takeaways: Neurogene Inc. filed a Definitive Proxy Statement (DEF 14A) on April 26, 2024.. The filing covers the fiscal year ending December 31, 2023.. The company was formerly known as Neoleukin Therapeutics, Inc. until August 12, 2019..

Is Neurogene Inc. a risky investment based on this filing?

Based on this DEF 14A, Neurogene Inc. presents a relatively low-risk profile. The filing is a routine DEF 14A, which is standard for public companies and does not contain new material financial or operational information that would inherently increase risk.

What should investors do after reading Neurogene Inc.'s DEF 14A?

Review the executive compensation details and any proposals presented to shareholders to understand potential impacts on company strategy and shareholder value. The overall sentiment from this filing is neutral.

Risk Factors

Key Dates

Glossary

DEF 14A
Definitive Proxy Statement (This filing provides shareholders with information about matters to be voted on at shareholder meetings, including executive compensation and director elections.)

Filing Stats: 4,837 words · 19 min read · ~16 pages · Grade level 12.7 · Accepted 2024-04-26 14:33:12

Filing Documents

From the Filing

ngne-20240426 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) Definitive Proxy Statement Definitive Additional Materials Soliciting Material under 240.14a-12 Neurogene Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if other than the Registrant) Payment of Filing Fee (Check all boxes that apply): No fee required. Fee paid previously with preliminary materials. Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. April 26, 2024 Dear Stockholder: You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Neurogene Inc., a Delaware corporation (the "Company"). The meeting is expected to be held virtually at 11:00 a.m., Eastern Time, on June 14, 2024. You will be able to virtually attend the meeting, submit your questions and comments, and vote your shares at the meeting by visiting www.virtualshareholdermeeting.com/NGNE2024. We believe that a virtual meeting facilitates stockholder participation, improves communication and saves on the expenses traditionally incurred for in-person annual meetings. We have elected to deliver our proxy materials to our shareholders over the Internet and will mail to our shareholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and our 2023 annual report to shareholders. The Notice of Internet Availability of Proxy Materials also provides instructions on how to vote by telephone or Internet and includes instructions on how to receive a paper copy of the proxy materials by mail. You may also find copies of these items online at ir.neurogene.com/financial-information/sec-filings. The matters to be voted on are described in the accompanying Notice of 2024 Annual Meeting of Stockholders and Proxy Statement. Our Board of Directors recommends that you vote in accordance with each of its recommendations regarding the proposals listed in the Notice of 2024 Annual Meeting of Stockholders and described in the accompanying Proxy Statement. Your vote is important. Whether or not you expect to attend the Annual Meeting, we encourage you to read the Proxy Statement and vote by Internet or, if you requested paper copies of the proxy materials, by telephone or by submitting your signed and dated proxy card to ensure your representation at the Annual Meeting. For specific instructions on how to vote your shares, please refer to the section entitled "Questions and Answers about the Proxy Materials and Voting" beginning on page 1 of the proxy statement and the instructions on the Notice of Internet Availability of Proxy Materials. Providing voting instructions or returning your proxy card in advance of the meeting will not prevent you from voting on the website during the meeting but will ensure that your vote is counted if you are unable to attend. Sincerely, Rachel McMinn, Ph.D. Executive Chair, Founder and Chief Executive Officer 535 W. 24th Street, 5th Floor, New York, NY 10011 NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS To Be Held Friday, June 14, 2024, 11:00 a.m. (Eastern Time) Virtual Meeting Only — No Physical Meeting Location To Our Stockholders: NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of Stockholders ("Annual Meeting") of Neurogene Inc., a Delaware corporation (the "Company"), will be held in a virtual-only format, via live webcast, on Friday, June 14, 2024 at 11:00 a.m. (Eastern Time). The purpose of this meeting is to consider and vote upon the following matters: 1. To elect Cory Freedland and Rachel McMinn as Class I directors to our Board of Directors to serve until the 2027 annual meeting of stockholders and until their respective successors are elected and qualied; 2. To approve on an advisory (non-binding) basis of the compensation of the Company's named executive officers; 3. To ratify on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting rm for the year ending December 31, 2024; and 4. To transact any other matters that may properly come before the Annual Meeting or any adjournments or postponements thereof. The foregoing items of business are more fully described in the proxy statement accompanying this Notice of 2024 Annual Meeting of Stockholders (the "Proxy Statement"). We also will transact any other business that may properly come before the Annual Meeting, but we are not aware of any such additional matters. Only stockholders of record at the close of business on April 18, 2024, are entitled to notice of, and to

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