REGENXBIO Inc.
For the period ended May 29, 2026. Filed Apr 14, 2026.
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May 29, 2026 · Filed Apr 14, 2026
Contents
PROXY STATEMENT SUMMARY
PROXY STATEMENT EXECUTIVE SUMMARY
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.
Voting Overview and Vote Recommendations of the Board - Items of Business
Election of Directors: Please vote “For” each nominee(page 6)
Director nominees have the right mix of experience, qualifications and skills and represent a mix of diverse experience, background and thought to contribute to our strategy and to the Board’s ability to perform its duties.
All of our directors are independent, except for Curran Simpson, our President and CEO and Kenneth T. Mills, our Chairman of the Board and prior President and CEO.
Ratification of Appointment of Independent Registered Public Accounting Firm: Please vote “For” (page 22)
PricewaterhouseCoopers LLP (“PwC”) is an independent accounting firm with the breadth of expertise and knowledge necessary to effectively audit our business.
PwC has served as our independent registered public accounting firm since 2015.
Advisory Vote on Executive Compensation: Please vote “For” (page 25)
Independent oversight by the Compensation Committee with the assistance of an independent external consultant.
Executive compensation targets are determined based on an annual peer group review and annual analysis of all elements of executive compensation for each executive.
Approve a Stock Option Exchange for Our Non-Executive Employees: Please vote “For” (page 39)
Allow eligible employees (excluding executives and directors) to voluntarily surrender underwater stock options in exchange for a smaller number of replacement options with an exercise price set at the current fair market value of the Company’s stock.
Approve a Stock Option Exchange for Our Executive Employees: Please vote “For” (page 46)
Allow eligible executive employees (excluding all non-employee directors) to voluntarily surrender underwater stock options in exchange for a smaller number of replacement options with an exercise price set at the current fair market value of the Company’s stock.
About REGENXBIO
We are a leading clinical-stage biotechnology company seeking to improve lives through the curative potential of gene therapy. Our investigational gene therapies are designed to deliver functional genes to address genetic defects in cells, enabling the production of therapeutic proteins or antibodies that are intended to impact disease. Through a single administration, gene therapy could potentially alter the course of disease significantly and deliver improved patient outcomes with long-lasting effects.
Business Highlights
In 2025, we made significant progress toward our clinical development and business objectives, including the following achievements:
| ABBV-RGX-314 for the Treatment of wet AMD and DR under the eyecare collaboration with AbbVie | We completed enrollment of more than 1,200 participants in the ABBV-RGX-314 ATMOSPHERE® and ASCENT® pivotal trials for the treatment of Wet AMD using subretinal delivery. We are activating U.S. clinical sites in the pivotal Phase IIb/III NAAVIGATE study for surabgene lomparvovec in diabetic retinopathy to support our continued collaboration with AbbVie. We announced the completion of enrollment in the Phase II AAVIATE® trial Sura-vec for the treatment of Wet AMD with suprachoroidal delivery. |
|---|---|
| RGX-202 for the Treatment of Duchenne Muscular Dystrophy (“Duchenne”) | We delivered on RGX-202 milestones including pivotal trial enrollment completion and announcing strength and functional assessment data for the pivotal dose level and additional Phase I/II safety, biomarker and functional data. |
| RGX-121 for the Treatment of Mucopolysaccharidosis Type II (“MPS II”) | In May 2025, U.S. Food and Drug Administration ("FDA") granted priority review of the Biologics License Application ("BLA") seeking accelerated approval for clemidsogene lanparvovec for MPS II with a Prescription Drug User Fee Act target action date of November 9, 2025 that was later revised to February 8, 2026.In January 2026, the FDA placed the RGX-121 program on clinical hold in relation to a serious adverse event in a patient treated in the Phase I/II trial of RGX-111. The FDA cited the similarities in products, study populations, and shared risk between the clinical studies. In February 2026, the FDA issued a Complete Response Letter ("CRL") for the RGX-121 BLA. We are in the process of addressing both the clinical hold and developing CRL responses. |
| Partnership Expansion and Non-Dilutive Financing | In January 2025, we announced a strategic partnership with Nippon Shinyaku Co., Ltd. ("Nippon Shinyaku") to develop and commercialize RGX-121 and RGX-111 for the treatment of MPS II and MPS I, respectively, in the United States and Asia, with a $110.0 million upfront payment received under the collaboration in March 2025.In May 2025, we closed a non-dilutive, limited recourse royalty bond agreement of up to $250 million with Healthcare Royalty. Per the agreement, we received $150 million at closing and are eligible to receive an additional $100 million in two separate $50 million tranches.In August 2025, we executed an amendment to the September 10, 2021 collaboration and license agreement with AbbVie. The amendment includes an updated milestone structure for the diabetic retinopathy program, under the terms of which AbbVie will pay us $100 million upon first subject dosed in the Phase IIb/III trial and an additional $100 million upon first subject dosed in a second Phase III clinical trial. We will pay for all costs for Phase IIb of the Phase IIb/III trial. |
| Financial Strength | We ended 2025 with $240.9 million in cash, cash equivalents and marketable securities. |
Corporate Governance Highlights
Our commitment to effective corporate governance is illustrated by the following practices:
Our Board actively oversees and approves our corporate strategy.
Our Board and Board committee agendas are structured to engage our directors in informed reviews of strategic and forward-looking issues.
Our Board reviews our enterprise-level risks and risk management practices.
The charters of the Board committees clearly establish the committees’ respective roles and responsibilities.
Our Board committees are fully independent.
We have a strong, independent, clearly defined lead independent director role with meaningful governance duties.
Our independent directors actively engage in Board meetings, have direct access to management, and have discretion to hire independent advisors at the Company’s expense.
Sustainability Highlights
Our Board has a long-standing commitment to corporate responsibility.
We are committed to remaining cognizant of our impact on the wider environment in which we operate including Company initiatives designed to improve manufacturing yields and measuring baseline emissions to identify opportunities to reduce waste.
We are committed to providing equal opportunity in all aspects of employment.
Our Board believes that gender, racial and ethnic diversity are important in providing diverse viewpoints. Our commitment to that belief is reflected in the composition of our Board, which includes three women among its five most recent additions.
Investor Engagement in 2025
Throughout 2025, including following our 2025 annual meeting, our leadership team engaged with our top 25 stockholders, which collectively hold approximately 68% of our outstanding common stock. Topics of discussion included the progress of our clinical trials, our business strategy, our financial performance, strategic initiatives and our corporate guidance. We also provided stockholders an overview of the overall state of the gene therapy industry.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.