enGene Therapeutics (ENGN) Proxy filing summary

Executive summary

• Annual general meeting scheduled for June 9, 2026, will be held virtually, allowing shareholders to participate online regardless of location.

• Shareholders will vote on receiving audited financials, electing four directors for three-year terms, appointing KPMG LLP as auditor, and other business.

• Proxy materials include notice of meeting, proxy statement, proxy/voting card, financial statement request form, and annual report.

• Voting can be done online, by phone, mail, or during the virtual meeting; shareholders must use a unique control number.

Voting matters and shareholder proposals

• Four director nominees (Philip Astley-Sparke, Ronald H.W. Cooper, Dr. William Grossman, Michael Heffernan) are up for election for three-year terms expiring in 2029.

• Appointment of KPMG LLP as auditor for the ensuing year and authorization for the board to set remuneration.

• Shareholders may submit proposals for the 2027 meeting by January 8, 2027, and nominate directors with advance notice as per company policy.

Board of directors and corporate governance

• Board consists of nine directors with staggered terms; majority are independent under Nasdaq and Canadian standards.

• Board committees include audit, compensation, nominating and corporate governance, and research and development.

• Corporate governance guidelines, code of conduct, and committee charters are publicly available.

• Board and committees meet regularly; independent directors meet without management as needed.

• Diversity is considered in board recruitment, with 11% female board representation and 30% among executive officers.