enGene Therapeutics Inc.

DEF 14A 1 engene_2024_def14a.htm DEF 14A

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. )

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☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

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NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF ENGENE HOLDINGS INC.

AND

PROXY STATEMENT

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON MAY 15, 2024

April 18, 2024

If you have questions regarding the Meeting or require assistance with voting,

you may contact Broadridge as follows:

4868 Rue Levy, Suite 220

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

NOTICE IS HEREBY GIVEN that the annual general meeting (the “Meeting”) of the shareholders of enGene Holdings Inc. (the “Company” or “enGene”) will be held on May 15, 2024 at 10:00 a.m. (Eastern time). The Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/ENGN2024. You will not be able to attend the Meeting in person.

At the Meeting, shareholders will act on the following matters:

to receive and consider the audited financial statements of the Company for the year ended October 31, 2023, together with the auditor’s report thereon;

to elect three director nominees to serve as directors until the 2027 annual meeting of shareholders or until their successors are elected and qualified, subject to their earlier resignation or removal;

to approve an amendment to the enGene Holdings Inc. 2023 Incentive Equity Plan (the “Incentive Equity Plan”), in substantially the form attached to the accompanying proxy statement as Schedule B, to provide for annual increases on the first business day of each calendar year of (i) the Plan Share Reserve (as defined herein) by such number of common shares of the Company, no par value, (“Common Shares”) as equals 5% of the aggregate number of Common Shares outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the compensation committee), and (ii) the ISO Sublimit (as defined herein) by the lesser of 2,500,000 Common Shares and the increase in the Plan Share Reserve (or such smaller number of shares may be determined by the compensation committee) (the “Amended Evergreen Provision”, and such proposal, the “Plan Amendment Proposal”);

to appoint KPMG LLP, Montreal, Canada (“KPMG”), as the Company’s auditor for the ensuing year and authorize the directors to approve the remuneration to be paid to the auditor; and

to transact such other business as may properly come before the Meeting or any adjournment or postponement thereof.

enGene will hold the Meeting in a virtual only format, which will be conducted via live audio webcast. Shareholders will have an equal opportunity to participate at the Meeting online regardless of their geographic location. Registered shareholders and duly appointed proxyholders can attend the Meeting online at www.virtualshareholdermeeting.com/ENGN2024 where they can participate, vote, or submit questions during the Meeting’s live webcast.

You are entitled to receive notice of and vote at the Meeting or at any adjournment or postponement thereof only if you were a shareholder of the Company at the close of business on April 10, 2024 (the “Record Date”). You are entitled to attend the Meeting or any adjournment or postponement thereof only if you were a shareholder at the Record Date or if you hold a valid proxy to vote at the Meeting. If you plan to attend the virtual Meeting, log in at www.virtualshareholdermeeting.com/ENGN2024. Shareholders will need their unique 16-digit control number which appears on the notice, the proxy card or the voting instructions that accompanied the proxy materials. If you do not have a control number, please contact your broker, bank, or other nominee as soon as possible, so that you can be provided with a control number and gain access to the Meeting.

Whether or not you plan to attend the Meeting, we encourage you to read this proxy statement and accompanying proxy materials and promptly vote your shares. You may vote by completing, signing and dating the enclosed proxy card or voting instruction card and returning it in the enclosed envelope, or you may vote by telephone at 1-800-474-7493 (English) or 1-800-474-7501 (French), or via the Internet at www.proxyvote.com or by scanning the QR Code to access the website. You will need your 16-digit control number located on the form of proxy/voting instruction form.

For specific instructions on how to vote your shares, please refer to the section herein entitled “Questions and Answers - How You Can Vote” and to the instructions on your proxy or voting instruction card. If your shares are held in “street name” by your bank, broker or other nominee, your bank, broker or other nominee will be unable to vote your shares without instructions from you. You should instruct your bank, broker or other nominee to vote your shares in accordance with the procedures provided by your bank, broker or other nominee.

Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement. In addition, financial and other information about the Company is contained in our Annual Report on Form 10-K for the fiscal year ended October 31, 2023 (the “Annual Report”), as filed with the Securities and Exchange Commission (the “SEC”) on January 29, 2024, as available on the SEC’s website at www.sec.gov and SEDAR+ at www.sedarplus.ca. The business to be considered at the Meeting may be considered at the Meeting or at any adjournment or postponement of the Meeting.

DATED this 18th day of April 2024.

ON BEHALF OF THE BOARD OF DIRECTORS

/s/ Jason D. Hanson

Jason D. Hanson

Chief Executive Officer and Director

Important Notice Regarding the Availability of Proxy Statement Materials for the Annual General Meeting of Shareholders to be Held on May 15, 2024.

This proxy statement, the Annual Report and the accompanying form of proxy or voting instruction card are first being provided to shareholders beginning on or about April 18, 2024. Unless the context otherwise requires, references to the “Company”, “enGene”, “we” and “our” refer to enGene Holdings Inc.

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