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NEUROGENE INC. 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and NEUROGENE INC.’s Form 8-K, filed June 12, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

6Ballot items
106Asset managers
692Fund votes
June 12, 2025Meeting date

Results at a glance

Meeting of June 12, 2025: 6 items on NEUROGENE INC.’s Form 8-K, filed June 12, 2025: 6 without a stated outcome.

Material dissent

3. Approval of an amendment to the Company's 2023 Equity Incentive Plan to clarify that the number of outstanding shares of common stock… 74% of votes cast Outcome not stated Under 80%

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2024-2025 2025-2026

Explore NEUROGENE INC. in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by NEUROGENE INC.

These tallies are NEUROGENE INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 12, 2025 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

NEUROGENE INC. — official shareholder meeting results, meeting held June 12, 2025
Ballot item	For	Against	Abstain	Withheld	Broker non-votes	Support (of votes cast)	Reported outcome	Voting standard
Elect Director: Sarah B. Noonberg	10,344,227	--	--	656,571	480,734	94%	Not verified	—
Elect Director: Robert "Keith" Woods	10,444,580	--	--	556,218	480,734	95%	Not verified	—
2. Approval on an advisory (non-binding) basis of the compensation of the Company's named executive officers	7,721,866	3,174,484	104,448	--	480,734	71%	Not verified	—
3. Approval of an amendment to the Company's 2023 Equity Incentive Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuable on exercise of prefunded warrants and	8,067,746	2,829,550	103,502	--	480,734	74%	Not verified	—
4. Approval of an amendment to the Company's 2023 Employee Stock Purchase Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuable on exercise of prefunded warran	10,794,908	101,329	104,561	--	480,734	99.0%	Not verified	—
5. Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025	11,372,327	10,333	98,872	--	--	99.9%	Not verified	—

Source: NEUROGENE INC., Form 8-K, filed with the SEC on June 12, 2025 — read the filing on EDGAR.

How asset managers voted at the NEUROGENE INC. 2024-2025 meeting

Each item below shows how the 106 asset managers that disclosed a NEUROGENE INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Robert "Keith" Woods

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%

FOR: 10,444,580WITHHELD: 556,218

Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: Election of Class II Directors for terms expiring in 2028: Robert Keith Woods

NEUROGENE INC.’s own tally for this item (“Elect Director: Robert "Keith" Woods”): 10,444,580 for, 556,218 withheld, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 95% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 598,384 for, 27,123 withheld, 138 abstained.

FOR

FOR: 598,384ABSTAIN: 138WITHHOLD: 27,123

Largest asset managers voting on “Election of Class II Directors for terms expiring in 2028: Robert Keith Woods” at NEUROGENE INC., 2024-2025
Asset manager	For	Withheld	Vote
BlackRock	405,116	0	For
Fidelity	86,974	0	For
Vanguard	51,987	0	For
Lincoln Financial	15,768	0	For
Equitable	2,082	6,710	Mixed
Northern Trust	8,788	0	For
Global X	6,847	0	For
AIG/SunAmerica	0	6,074	Withhold
Charles Schwab	5,790	0	For
Pacific Life	4,572	0	For
ETFis Series Trust I	0	4,159	Withhold
Bridge Builder Trust	3,588	0	For
Voya	0	2,046	Withhold
Brighthouse	0	1,750	Withhold
SEI	1,700	0	For
State Street	1,658	0	For
ProShares	0	1,650	Withhold
Victory Capital	0	1,475	Withhold
DWS	0	1,099	Withhold
Calvert	0	1,009	Withhold
Franklin Templeton	1,003	0	For
Columbia Threadneedle	818	0	For
Dimensional	0	721	Withhold
Nationwide	504	0	For
QUANTITATIVE MASTER SERIES LLC	396	0	For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

2. Elect Director: Sarah B. Noonberg

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

94% Majority: yes · of votes cast

FOR 94%

FOR: 10,344,227WITHHELD: 656,571

Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: Election of Class II Directors for terms expiring in 2028: Sarah B. Noonberg

NEUROGENE INC.’s own tally for this item (“Elect Director: Sarah B. Noonberg”): 10,344,227 for, 656,571 withheld, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 94% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 155,670 for, 60,875 withheld, 409,100 abstained.

FORABSTAIN

FOR: 155,670ABSTAIN: 409,100WITHHOLD: 60,875

Largest asset managers voting on “Election of Class II Directors for terms expiring in 2028: Sarah B. Noonberg” at NEUROGENE INC., 2024-2025
Asset manager	For	Abstain	Withheld	Vote
BlackRock	0	405,116	0	Abstain
Fidelity	86,974	0	0	For
Vanguard	0	0	51,987	Withhold
Lincoln Financial	15,768	0	0	For
Equitable	6,710	0	2,082	Mixed
Northern Trust	8,788	0	0	For
Global X	6,847	0	0	For
AIG/SunAmerica	6,074	0	0	For
Charles Schwab	5,790	0	0	For
Pacific Life	0	0	4,572	Withhold
ETFis Series Trust I	4,159	0	0	For
Bridge Builder Trust	0	3,588	0	Abstain
Voya	2,046	0	0	For
Brighthouse	1,750	0	0	For
SEI	1,700	0	0	For
State Street	1,658	0	0	For
ProShares	1,650	0	0	For
Victory Capital	1,475	0	0	For
DWS	1,099	0	0	For
Calvert	0	0	1,009	Withhold
Franklin Templeton	1,003	0	0	For
Columbia Threadneedle	818	0	0	For
Dimensional	0	0	721	Withhold
Nationwide	0	0	504	Withhold
QUANTITATIVE MASTER SERIES LLC	0	396	0	Abstain

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

3. 4. Approval of an amendment to the Company's 2023 Employee Stock Purchase Plan to clarify that the number of…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%

FOR: 10,794,908AGAINST: 101,329

Details: description as filed, official tally, votes by 34 asset managers

Description as filed by funds: To approve an amendment to our 2023 Employee Stock Purchase Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase includes shares issuable on exercise of prefunded warrants and conversion of preferred stock.

NEUROGENE INC.’s own tally for this item (“4. Approval of an amendment to the Company's 2023 Employee Stock Purchase Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares ”): 10,794,908 for, 101,329 against, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 130,204 for, 495,445 against.

FORAGAINST

FOR: 130,204AGAINST: 495,445

Largest asset managers voting on “To approve an amendment to our 2023 Employee Stock Purchase Plan to clarify that the number of outstanding sha” at NEUROGENE INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	0	405,116	Against
Fidelity	66,566	20,408	Mixed
Vanguard	51,987	0	For
Lincoln Financial	9,100	6,668	Mixed
Equitable	0	8,792	Against
Northern Trust	0	8,788	Against
Global X	0	6,847	Against
AIG/SunAmerica	0	6,074	Against
Charles Schwab	0	5,790	Against
Pacific Life	0	4,572	Against
ETFis Series Trust I	0	4,159	Against
Bridge Builder Trust	0	3,588	Against
Voya	0	2,046	Against
Brighthouse	0	1,750	Against
SEI	0	1,700	Against
State Street	1,658	0	For
ProShares	0	1,650	Against
Victory Capital	0	1,475	Against
DWS	0	1,099	Against
Calvert	0	1,009	Against
Franklin Templeton	0	1,003	Against
Columbia Threadneedle	0	818	Against
Dimensional	0	721	Against
Nationwide	0	504	Against
QUANTITATIVE MASTER SERIES LLC	0	396	Against

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

4. 3. Approval of an amendment to the Company's 2023 Equity Incentive Plan to clarify that the number of outstanding…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

74% Majority: yes · of votes cast

FOR 74%AGAINST

FOR: 8,067,746AGAINST: 2,829,550

Details: description as filed, official tally, votes by 34 asset managers

Description as filed by funds: To approve an amendment to our 2023 Equity Incentive Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase includes shares issuable on exercise of prefunded warrants and conversion of preferred stock.

NEUROGENE INC.’s own tally for this item (“3. Approval of an amendment to the Company's 2023 Equity Incentive Plan to clarify that the number of outstanding shares of common stock used to calculate the automatic share reserve increase also includes shares issuabl”): 8,067,746 for, 2,829,550 against, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 74% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 625,649 against.

AGAINST

AGAINST: 625,649

Largest asset managers voting on “To approve an amendment to our 2023 Equity Incentive Plan to clarify that the number of outstanding shares of ” at NEUROGENE INC., 2024-2025
Asset manager	Against	Vote
BlackRock	405,116	Against
Fidelity	86,974	Against
Vanguard	51,987	Against
Lincoln Financial	15,768	Against
Equitable	8,792	Against
Northern Trust	8,788	Against
Global X	6,847	Against
AIG/SunAmerica	6,074	Against
Charles Schwab	5,790	Against
Pacific Life	4,572	Against
ETFis Series Trust I	4,159	Against
Bridge Builder Trust	3,588	Against
Voya	2,046	Against
Brighthouse	1,750	Against
SEI	1,700	Against
State Street	1,658	Against
ProShares	1,650	Against
Victory Capital	1,475	Against
DWS	1,099	Against
Calvert	1,009	Against
Franklin Templeton	1,003	Against
Columbia Threadneedle	818	Against
Dimensional	721	Against
Nationwide	504	Against
QUANTITATIVE MASTER SERIES LLC	396	Against

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

5. 2. Approval on an advisory (non-binding) basis of the compensation of the Company's named executive officers

Outcome not verified Fund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

71% Majority: yes · of votes cast

FOR 71%AGAINST

FOR: 7,721,866AGAINST: 3,174,484

Details: description as filed, official tally, votes by 106 asset managers

Description as filed by funds: To approve on an an (non-binding) basis the compensation of the Company's named executive officers.

NEUROGENE INC.’s own tally for this item (“2. Approval on an advisory (non-binding) basis of the compensation of the Company's named executive officers”): 7,721,866 for, 3,174,484 against, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 71% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 33 asset managers voting on “To approve on an an (non-binding) basis the compensation of the Company's named executive officers.” at NEUROGENE INC., 2024-2025
Asset manager	For	Against	Vote
BlackRock	405,116	0	For
Fidelity	86,974	0	For
Vanguard	51,987	0	For
Lincoln Financial	15,768	0	For
Equitable	8,792	0	For
Northern Trust	8,788	0	For
Global X	6,847	0	For
AIG/SunAmerica	6,074	0	For
Charles Schwab	5,790	0	For
Pacific Life	4,572	0	For
ETFis Series Trust I	4,159	0	For
Bridge Builder Trust	3,588	0	For
Voya	2,046	0	For
Brighthouse	1,750	0	For
SEI	1,700	0	For
State Street	1,658	0	For
ProShares	1,650	0	For
Victory Capital	1,475	0	For
DWS	1,099	0	For
Calvert	0	1,009	Against
Franklin Templeton	1,003	0	For
Columbia Threadneedle	818	0	For
Dimensional	0	721	Against
Nationwide	504	0	For
QUANTITATIVE MASTER SERIES LLC	396	0	For

Fund voting reports, all 33 managers: 623,915 for, 1,730 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 85 asset managers voting on “To approve on an an (non-binding) basis the compensation of the Company's named executive officers.” at NEUROGENE INC., 2024-2025
Asset manager	For	Against	Vote
Samsara BioCapital, LLC	1,717,127	0	For
Redmile Group, LLC	1,285,179	0	For
EcoR1 Capital, LLC	1,186,381	0	For
RTW INVESTMENTS, LP	1,133,656	0	For
BAKER BROS. ADVISORS LP	962,740	0	For
Commodore Capital LP	925,000	0	For
GREAT POINT PARTNERS LLC	491,792	0	For
Casdin Capital, LLC	418,159	0	For
ArrowMark Colorado Holdings LLC	371,473	0	For
Octagon Capital Advisors LP	201,148	0	For
JENNISON ASSOCIATES LLC	108,084	0	For
BLAIR WILLIAM & CO/IL	106,924	0	For
Rock Springs Capital Management LP	104,339	0	For
State Street	89,369	28	For
Woodline Partners LP	83,410	0	For
BlackRock	80,121	911	For
JPMorgan	76,112	0	For
Fidelity	75,622	0	For
Northern Trust	54,947	0	For
DAFNA Capital Management LLC	51,500	0	For
DRIEHAUS CAPITAL MANAGEMENT LLC	32,765	0	For
ADAR1 Capital Management, LLC	25,736	0	For
Wellington	25,043	0	For
MELLON INVESTMENTS Corp	24,261	0	For
GEODE CAPITAL MANAGEMENT, LLC	22,862	0	For

Institutional-manager reports, all 85 managers: 9,754,589 for, 13,060 against. Showing the 25 largest; see all in the interactive database.

6. 5. Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company's…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

99.9% Majority: yes · of votes cast

FOR 99.9%

FOR: 11,372,327AGAINST: 10,333

Details: description as filed, official tally, votes by 33 asset managers

Description as filed by funds: To ratify on an advisory (non-binding) basis the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025.

NEUROGENE INC.’s own tally for this item (“5. Ratification on an advisory (non-binding) basis of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2025”): 11,372,327 for, 10,333 against, per its Form 8-K filed June 12, 2025 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 33 asset managers below reported 625,645 for.

FOR

FOR: 625,645

Largest asset managers voting on “To ratify on an advisory (non-binding) basis the appointment of Deloitte & Touche LLP as the Company's indepen” at NEUROGENE INC., 2024-2025
Asset manager	For	Vote
BlackRock	405,116	For
Fidelity	86,974	For
Vanguard	51,987	For
Lincoln Financial	15,768	For
Equitable	8,792	For
Northern Trust	8,788	For
Global X	6,847	For
AIG/SunAmerica	6,074	For
Charles Schwab	5,790	For
Pacific Life	4,572	For
ETFis Series Trust I	4,159	For
Bridge Builder Trust	3,588	For
Voya	2,046	For
Brighthouse	1,750	For
SEI	1,700	For
State Street	1,658	For
ProShares	1,650	For
Victory Capital	1,475	For
DWS	1,099	For
Calvert	1,009	For
Franklin Templeton	1,003	For
Columbia Threadneedle	818	For
Dimensional	721	For
Nationwide	504	For
QUANTITATIVE MASTER SERIES LLC	396	For

Showing the 25 largest of 33 asset managers. See all 33 in the interactive database.

Largest NEUROGENE INC. shareholders voting in 2024-2025

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 14,262,066 shares outstanding at the time of that meeting.

Fund voting reports: top NEUROGENE INC. shareholders by shares voted on “To approve on an an (non-binding) basis the compensation of the Company's named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	BlackRock	2.84%
2	Fidelity	0.61%
3	Vanguard	0.36%
4	Lincoln Financial	0.11%
5	Equitable	0.06%
6	Northern Trust	0.06%
7	Global X	0.05%
8	AIG/SunAmerica	0.04%
9	Charles Schwab	0.04%
10	Pacific Life	0.03%

Institutional-manager reports: top NEUROGENE INC. shareholders by shares voted on “To approve on an an (non-binding) basis the compensation of the Company's named executive…”, 2024-2025
#	Asset manager	% of shares outstanding
1	Samsara BioCapital, LLC	12.04%
2	Redmile Group, LLC	9.01%
3	EcoR1 Capital, LLC	8.32%
4	RTW INVESTMENTS, LP	7.95%
5	BAKER BROS. ADVISORS LP	6.75%
6	Commodore Capital LP	6.49%
7	GREAT POINT PARTNERS LLC	3.45%
8	Casdin Capital, LLC	2.93%
9	ArrowMark Colorado Holdings LLC	2.60%
10	Octagon Capital Advisors LP	1.41%

Reported NEUROGENE INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

NEUROGENE INC. holdings and ownership disclosed for the 2024-2025 proxy season
Holder	% outstanding	Disclosure
Samsara BioCapital, L.P.	12.14%	DEF14A
Redmile Group, LLC	10.92%	13G
RTW Investments, LP	10.51%	13G
Entities affiliated with EcoR1 Capital Fund, L.P.	10.12%	DEF14A
EcoR1 Capital, LLC	10.12%	13G
Entities affiliated with Redmile Group, LLC	10.08%	DEF14A
Entities affiliated with RTW Investments, LP	10.06%	DEF14A
Rachel McMinn	9.26%	DEF14A
Casdin Capital, LLC	9.08%	13G
Entities affiliated with Casdin Capital, LLC	9.08%	DEF14A

Percentages above are of 14,262,066 shares outstanding, as reported by NEUROGENE INC. on its Form 10-Q dated May 5, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from NEUROGENE INC.’s 10-Q dated May 5, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At NEUROGENE INC.'s shareholder meeting held June 12, 2025, in the 2024-2025 proxy season, 106 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 692 separate fund positions. On the most widely held item on that ballot — To approve on an an (non-binding) basis the compensation of the Company's named executive… — FOR was 71% of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: NEUROGENE INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 12, 2025.

NEUROGENE INC. proxy season coverage: 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.