{"url_path":"/sec/ngne/8-k/2026-06-04/item-5-07","section_key":"item-5-07","section_title":"Item 5.07 Submission of Matters to a Vote of Security Holders","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-04","source_url":"https://www.sec.gov/Archives/edgar/data/1404644/0001404644-26-000040-index.html","accession_number":"0001404644-26-000040","cik":"0001404644","ticker":"NGNE","issuer_name":"Neurogene Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1404644/0001404644-26-000040-index.html","primary_entity_key":"0001404644","primary_entity_name":"Neurogene Inc."},"word_count":380,"has_tables":true,"body_markdown":"Item 5.07Submission of Matters to a Vote of Security Holders\n\nOn June 3, 2026, Neurogene Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). The matters listed below were presented at the Annual Meeting. There were 11,387,407 shares of common stock present at the Annual Meeting in person or by proxy, which represented approximately 72.92% of the voting power of the shares of common stock entitled to vote at the Annual Meeting and constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote for each share held as of the close of business on April 7, 2026, the record date for the Annual Meeting. A more detailed description of each of the proposals is included in the 2026 Proxy Statement. The final voting results are set forth below.\n\n1.Election of two Class III directors, Robert Baffi and Rohan Palekar, each to serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified:\n\nNomineeShares ForShares WithheldBroker Non-Votes\n\nRobert Baffi9,540,734548,7361,297,937\n\nRohan Palekar10,058,33131,1391,293,937\n\n2.Approval on an advisory (non-binding) basis of the compensation of the Company’s named executive officers:\n\nShares ForShares AgainstShares AbstainingBroker Non-Votes\n\n9,991,44536,39461,6311,297,937\n\n3.Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026:\n\nShares ForShares AgainstShares Abstaining\n\n9,345,9251,939,039102,443\n\n4.An advisory, non-binding vote on whether future non-binding advisory votes on the compensation paid by the Company to its named executive officers should be held every one, two or three years:\n\nOne YearTwo YearsThree YearsShares AbstainingBroker Non-Votes\n\n10,006,2653,40716,72163,0771,297,937\n\nIn light of these voting results, the Company plans to hold future advisory votes on executive compensation annually until the next required vote on the frequency of such advisory votes, or until the Board of Directors of the Company otherwise determines that a different frequency is in the best interests of the Company and its stockholders.\n\nSIGNATURE\n\nPursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.\n\nNEUROGENE INC.\n\nDate: June 4, 2026By:/s/ Donna M Cochener\n\nName: Donna M Cochener\n\nTitle: SVP, General Counsel, Corporate Secretary"}