Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 8, 2023, Generation Bio Co. (the "Company") held its 2023 annual meeting of stockholders (the "Annual Meeting"). A total of 65,542,256 shares of common stock were entitled to vote as of April 12, 2023, the record date for the Annual Meeting. There were 62,615,082 shares of common stock present virtually or represented by proxy at the Annual Meeting, constituting a quorum to conduct business.

The following proposals were voted upon at the Annual Meeting:



            Election of Dannielle Appelhans; Gustav Christensen, Charles Rowland,

Proposal 1 and Catherine Stehman-Breen, M.D., as Class III directors to the


            Company's board of directors, each to serve until the 2026 annual
            meeting of stockholders;


            Ratification of the appointment of Ernst & Young LLP as the Company's

Proposal 2 independent registered public accounting firm for the fiscal year


            ending December 31, 2023;


            Approval of an amendment to the Company's certificate of incorporation

Proposal 3 (the "Charter Amendment") to reflect new Delaware law provisions


            regarding officer exculpation; and

Proposal 4 Approval, on an advisory (non-binding) basis, of the compensation of


            the Company's named executive officers.

On June 8, 2023, Broadridge Financial Solutions, Inc., the independent inspector of election for the Annual Meeting, delivered its final report as to the voting results for each of these proposals. The following are the final voting results for each of the items voted on at the Annual Meeting:

Proposal 1. Election of Class III Directors.



                                Votes For   Votes Withheld   Broker
Nominee                                                     Non-Votes
Dannielle Appelhans             57,696,300     192,197      4,726,585
Gustav Christensen              56,765,502    1,122,995     4,726,585
Charles Rowland                 57,640,167     248,330      4,726,585

Catherine Stehmann-Breen, M.D. 56,978,275 910,222 4,726,585

Based on the votes set forth above, the stockholders of the Company elected Dannielle Appelhans; Gustav Christensen, Charles Rowland, and Catherine Stehman-Breen, M.D., as Class III directors to the Company's board of directors, each to serve until the 2026 annual meeting of stockholders.

Proposal No. 2. Ratification of Appointment of Ernst & Young LLP.

Votes For Votes Against Abstentions

62,603,001 11,002 1,079

Based on the votes set forth above, the stockholders of the Company ratified the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm to serve for the year ending December 31, 2023.

Proposal No. 3. Approval of the Charter Amendment.

Votes For Votes Against Abstentions Broker Non-Votes

55,831,395 2,054,062 3,040 4,726,585

Based on the votes set forth above, the stockholders of the Company approved the Charter Amendment to reflect new Delaware law provisions regarding officer exculpation.

The Company filed a certificate of amendment to the Company's certificate of incorporation with the Secretary of State of Delaware on June 8, 2023 to effect the Charter Amendment.

Proposal No. 4. Advisory (Non-Binding) Vote on Executive Compensation

Votes For Votes Against Abstentions Broker Non-Votes

57,779,162 94,302 15,033 4,726,585

Based on the votes set forth above, the stockholders of the Company approved, on an advisory (non-binding) basis, of the compensation of its named executive officers.

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