Q32 Bio Inc.
For the period ended Jun 12, 2026. Filed Apr 30, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 12, 2026 · Filed Apr 30, 2026
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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. )
Filed by the Registrant☒
Filed by a Party other than the Registrant☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
Q32 Bio Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Q32 Bio Inc.
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
To be held Friday, June 12, 2026
Notice is hereby given that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Q32 Bio Inc. (“we,” “our,” “us,” or the “Company”), will be held on Friday, June 12, 2026 at 8:30 a.m. Eastern Time. The Annual Meeting will be held entirely online. You will be able to attend and participate in the Annual Meeting online by visiting www.virtualshareholdermeeting.com/QTTB2026 and entering the 16-digit control number included on your proxy card. You will not be able to attend the Annual Meeting in person. The purpose of the Annual Meeting is the following:
To elect Kathleen LaPorte, Jodie Morrison and Arthur Tzianabos, Ph.D. as Class II directors to our Board of Directors, each to serve until the 2029 Annual Meeting of stockholders and until his or her successor has been duly elected and qualified, or until his or her earlier death, resignation, or removal (“Proposal No. 1”);
To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026 (“Proposal No. 2”);
To approve, on a non-binding, advisory basis, the compensation of our named executive officers (“Proposal No. 3”); and
To transact any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.
Only Q32 Bio Inc. stockholders of record at the close of business on April 15, 2026 will be entitled to vote at the Annual Meeting and any adjournment or postponement thereof. You can find more information, including information regarding the nominees for election to our Board of Directors, in the accompanying proxy statement.
We are pleased to comply with the rules of the Securities and Exchange Commission (the “SEC”) that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are mailing to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice of Internet Availability of Proxy Materials”), instead of a paper copy of our proxy materials and our Annual Report for the fiscal year ended December 31, 2025 (the “2025 Annual Report”). We will mail the Notice of Internet Availability of Proxy Materials on or about April 30, 2026 and it contains instructions on how to access those documents and to cast your vote over the Internet. This process allows us to provide our stockholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials. If you would like to receive a printed copy of our proxy materials, including our proxy statement, our 2025 Annual Report and a form of proxy card, free of charge, please follow the instructions on the Notice of Internet Availability of Proxy Materials.
The Board of Directors recommends that you vote “FOR” each of proposals one, two and three as outlined in the accompanying proxy statement.
Your vote is important. Whether or not you are able to attend the meeting online, it is important that your shares be represented. To ensure that your vote is recorded promptly, please vote as soon as possible, even if you plan to attend the meeting online, by submitting your proxy via the Internet at the address listed on the proxy card or by signing, dating, and returning the proxy card.
By order of the Board of Directors,
/s/ Jodie Morrison
Jodie MorrisonChief Executive Officer
Waltham, Massachusetts
April 30, 2026
Table of Contents
| Page | |
|---|---|
| PROXY STATEMENT FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS | 2 |
| GENERAL INFORMATION | 3 |
| PROPOSAL NO. 1 – ELECTION OF CLASS II DIRECTORS | 8 |
| PROPOSAL NO. 2 – RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS Q32 BIO’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2026 | 13 |
| PROPOSAL NO. 3 – NON-BINDING ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION | 15 |
| CORPORATE GOVERNANCE | 16 |
| DIRECTOR COMPENSATION | 22 |
| EXECUTIVE COMPENSATION | 25 |
| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | 36 |
| SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 38 |
| DELINQUENT SECTION 16(A) REPORTS | 41 |
| REPORT OF THE AUDIT COMMITTEE | 42 |
| HOUSEHOLDING | 43 |
| STOCKHOLDER PROPOSALS | 44 |
| OTHER MATTERS | 44 |
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Q32 BIO INC.
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.