UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 28, 2025, Passage Bio, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”) and the following proposals were adopted:
| 1. | Election of two Class II directors, identified in the table below, each to serve a three-year term, which will expire at the 2028 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 | |||||||||
| Maxine Gowen, Ph.D. | 26,155,123 | 9,920,074 | 13,591,783 | |||||||||
| Dolan Sondhi, Ph.D. | 26,312,059 | 9,763,138 | 13,591,783 | |||||||||
| 2. | Ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025: |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 49,459,847 | 70,721 | 136,412 | — | |||||||||||
| 3. | Approval for the Company’s Board of Directors (the “Board”) to implement, at the Board's discretion, an amendment to the Company’s Restated Certificate of Incorporation to effect a reverse stock split of its outstanding shares of common stock at a ratio of any whole number between 1-for-5 and 1-for-50, with the exact ratio to be determined by the Board, prior to December 31, 2025, subject to the Board’s authority to abandon such amendment (without further action by the Company’s stockholders): |
| Shares For | Shares Against | Shares Abstaining | Broker Non-Votes | |||||||||||
| 47,038,889 | 2,324,612 | 303,479 | — | |||||||||||
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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 30, 2025 | By: | /s/ Kathleen Borthwick |
| Kathleen Borthwick | ||
| Chief Financial Officer | ||
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