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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Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐	Preliminary Proxy Statement

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☒	Definitive Proxy Statement

☐	Definitive Additional Materials

☐	Soliciting Material under §240.14a-12

enGene Holdings Inc.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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☐	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.

ENGENE HOLDINGS INC.

NOTICE OF ANNUAL GENERAL MEETING OF SHAREHOLDERS

OF ENGENE HOLDINGS INC.

AND

PROXY STATEMENT

FOR ANNUAL GENERAL MEETING OF SHAREHOLDERS

TO BE HELD ON JUNE 10, 2025

May 9, 2025

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

you may contact Broadridge as follows:

Email: Proxy.request@broadridge.com

North America Proxy Line:

Toll Free: 844-916-0609

International & Direct Dial: 303-562-9305

French Canadian Proxy Line (voicemail):

Toll Free: 844-973-0593

International & Direct Dial: 303-562-9306

ENGENE HOLDINGS INC.

4868 Rue Levy, Suite 220

Saint-Laurent, QC

Canada H4R 2P1

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 June 10, 2025 at 8:30 a.m. (Eastern Time). The Meeting will be held in a virtual meeting format at www.virtualshareholdermeeting.com/ENGN2025. 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, 2024, together with the auditor’s report thereon;

to elect two director nominees to serve as directors until the 2028 annual meeting of shareholders or until their successors are elected and qualified, subject to their earlier resignation or removal;

to approve a proposal to adopt the enGene Holdings Inc. 2025 Employee Stock Purchase Plan (the “ESPP”), in substantially the form attached to the accompanying proxy statement as Schedule B, pursuant to which 2,000,000 common shares of the Company, no par value (the “Common Shares”), will be reserved for issuance;

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/ENGN2025 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 29, 2025 (the “Record Date”). You are entitled to attend the Meeting or any adjournment or postponement thereof only if you were a shareholder on 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/ENGN2025. 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, 2024 (the “Original Form 10-K”), as filed with the Securities and Exchange Commission (the “SEC”) on December 19, 2024, as amended by Amendment No. 1 on Form 10-K/A filed with the SEC on February 20, 2025 (the “Amendment No. 1”, and together with the Original Form 10-K, the “Annual Report”) 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 9th day of May 2025.

		ON BEHALF OF THE BOARD OF DIRECTORS

		/s/ Ronald H. W. Cooper
		Ronald H. W. Cooper
		Chief Executive Officer, President and Director

Important Notice Regarding the Availability of Proxy Statement Materials for the Annual General Meeting of Shareholders

to be Held on June 10, 2025.

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 May 9, 2025. Unless the context otherwise requires, references to the “Company”, “enGene”, “we” and “our” refer to enGene Holdings Inc.

TABLE OF CONTENTS

QUESTIONS AND ANSWERS	2

SHARE OWNERSHIP	13

GOVERNANCE	17

PROPOSALS TO BE VOTED ON	26

PROPOSAL 1 - ELECTION OF DIRECTORS	26

PROPOSAL 2 - APPROVAL OF THE 2025 EMPLOYEE STOCK PURCHASE PLAN	33

PROPOSAL 3 - APPOINTMENT AND REMUNERATION OF AUDITORS	39

AUDIT COMMITTEE REPORT	40

EXECUTIVE OFFICERS	41

EXECUTIVE COMPENSATION	43

DIRECTOR COMPENSATION	55

EQUITY COMPENSATION PLAN INFORMATION	58

DIRECTORS’ APPROVAL	59

SCHEDULE A	A-1

SCHEDULE B	B-1

Matter	Voting Options	Board Recommendation	Required Vote	Impact of Abstentions or Broker Non-Votes
1. Election of Two Directors to Each Hold Office For a Three-Year Term Expiring on the 2028 Annual Meeting of Shareholders	“For”; “Withhold”	“For”	Simple majority of votes cast (only votes “for” are considered votes cast)	No effect. Abstentions and broker non-votes will not be counted for or against the proposal and will therefore have no effect.
2. Adoption of the 2025 Employee Stock Purchase Plan	“For”; “Against”; “Abstain”	“For”	Simple majority of votes cast (only votes “for” are considered votes cast)	No effect. Abstentions and broker non-votes will not be counted for or against the proposal and will therefore have no effect.
3. Appointment of Auditors	“For”; “Withhold”	“For”	Simple majority of votes cast (only votes “for” are considered votes cast)	Abstentions will not be counted for or against the proposal and will therefore have no effect. This item is considered a ‘routine’ matter and therefore brokers may vote without specific instruction on this matter.

Name and Address of Beneficial Owner	Number of Shares		Percent of Total Voting Power
enGene greater than 5% holders
Forbion Growth (1)		9,201,434		17.2	%
Lumira Ventures III, L.P. and affiliates (2)		4,181,853		8.1	%
Forbion Capital Fund III Coöperatief U.A. (3)		3,369,275		6.5	%
Venrock Healthcare Capital Partners III, L.P. and affiliates (4)		5,046,414		9.9	%
Deep Track Biotechnology Master Fund, Ltd. and affiliates (5)		4,557,575		8.9	%
Blue Owl Capital Holdings LP (6)		3,095,069		6.1	%
Kynam Capital Management and affiliates (7)		4,994,090		9.8	%
enGene directors, director nominees and named executive officers
Jasper Bos (8)(9)		20,000		*	%
Gerald Brunk (2) (10)		4,201,853		8.2	%
Dr. Richard Glickman (11)		110,436		*	%
Paul Hastings (12)		13,333		*	%
Wouter Joustra (8) (13)		13,333		*	%
Lota Zoth (14)		33,333		*	%
Ronald H.W. Cooper (15)		80,834		*	%
Dr. Raj S. Pruthi (16)		59,793		*	%
Lee G. Giguere (17)		95,834		*	%
Jason Hanson (18)		1,216,266		2.3	%
enGene directors and executive officers as a group (13 persons)(19)		5,459,106		10.4	%

Name	Age	Position	Committees of the Board	Expiry of Director Term
Ronald H.W. Cooper	62	Chief Executive Officer, President and Director	-	2026 AGM
Jasper Bos	50	Director	NCG	2026 AGM
Gerald Brunk	56	Director	Audit; Comp. (chair)	2025 AGM
Dr. Richard Glickman	67	Chairman; Director	Audit; NCG (chair)	2025 AGM
Paul Hastings	65	Director	Comp.; NCG	2027 AGM
Wouter Joustra	36	Director	Comp.	2027 AGM
Lota S. Zoth	65	Director	Audit (chair); NCG	2027 AGM

Name of Director	Name of Reporting Issuer	Name of Exchange Listed On
Richard Glickman	Eupraxia Pharmaceuticals Inc. Essa Pharma Inc.	TSX; Nasdaq Nasdaq
Ronald H.W. Cooper	C4 Therapeutics, Inc. Generation Bio Co.	Nasdaq Nasdaq
Paul Hastings	Nkarta, Inc.	Nasdaq
Lota Zoth	Inovio Pharmaceuticals, Inc. 89BIO, Inc.	Nasdaq Nasdaq

	2024 (US$)	2023 (US$)
Audit fees⁽¹⁾	934,000	1,983,000
Audit-related fees⁽²⁾	—	—
Tax fees⁽³⁾	49,000	744,000
All other fees⁽²⁾	—	—
Total	983,000	2,727,000

Name	Age	Position
Named Executive Officers
Ronald H.W. Cooper	61	Chief Executive Officer, President and Director
Dr. Anthony T. Cheung	54	Chief Scientific Officer
Joan Connolly	56	Chief Technology Officer
Ryan Daws	51	Chief Financial Officer
Lee G. Giguere	45	Chief Legal Officer and Corporate Secretary
Dr. Alexander Nichols	40	Chief Strategy and Operations Officer
Dr. Raj S. Pruthi	58	Chief Medical Officer

Name and Principal Position(1)	Fiscal Year	Salary ($)(2)		Bonus($)(3)		Option Awards ($)(4)		Nonequity Incentive Plan Compensation(5)		All Other Compensation ($)(6)		Total ($)
Ronald H.W. Cooper	2024		196,951		-		7,985,375		246,960		4,526		8,433,812
Chief Executive Officer and President
Raj S. Pruthi, MD, MHA, FACS	2024		253,483		-		2,005,951		200,320		6,305		2,466,059
Chief Medical Officer
Lee G. Giguere	2024		312,735		137,150		2,698,001		147,862		7,701		3,303,449
Chief Legal Officer & Secretary
Jason D. Hanson	2024		427,283		-		-		-		571,946		999,299
Former Chief Executive Officer	2023		442,337		-		1,536,357		204,340		9,900		2,192,934

Name	Grant Date	Number Of Securities Underlying Unexercised Options (#) Exercisable				Number Of Securities Underlying Unexercised Options (#) Unexercisable		Option Exercise Price ($)(1)		Option Expiration Date
Ronald H.W. Cooper	7/22/2024		-	(1	)		1,250,000		8.81	7/22/2034
Raj S. Pruthi	4/22/2024		-	(2	)		125,000		14.80	4/22/2034
	7/24/2024		-	(3	)		110,000		8.65	7/24/2034
Lee G. Giguere	3/15/2024		-	(4	)		225,000		16.85	3/15/2034
Jason D. Hanson	7/9/2018		137,051	(5	)		-		0.88	7/9/2028
	7/30/2019		30,939	(5	)		-		0.88	7/30/2029
	8/20/2021		524,544	(5	)		-		0.88	8/20/2031
	8/20/2021		10,906	(5	)		-		0.88	8/20/2031
	7/7/2023		512,826	(5	)		-		4.25	7/7/2033

Compensation Type	Amount
Annual Cash Fee
Board of Directors
Independent Chairman or Lead Independent Director	$	75,000
All non-employee directors	$	40,000
Audit Committee
Chair	$	20,000
Non-chair members	$	10,000
Compensation Committee
Chair	$	18,000
Non-chair members	$	9,000
Nominating and Corporate Governance Committee
Chair	$	10,000
Non-chair members	$	5,000

Initial Stock Option Award⁽¹⁾	40,000 shares
Annual Stock Option Award⁽²⁾	20,000 shares

Name⁽¹⁾	Fees earned or paid in cash⁽²⁾		Option Awards⁽³⁾		Total
Jasper Bos⁽⁴⁾	$	41,909	$	126,648	$	168,557
Gerald Brunk⁽⁵⁾	$	71,104	$	126,648	$	197,752
Dr. Richard Glickman⁽⁶⁾	$	81,838	$	126,648	$	208,486
Paul Hastings⁽⁷⁾	$	23,918	$	259,993	$	283,911
Wouter Joustra⁽⁸⁾	$	22,008	$	259,993	$	282,001
Lota Zoth⁽⁹⁾	$	54,327	$	630,539	$	684,866

Plan Category	Number of securities to be issued upon exercise of outstanding options, warrants and rights		Weighted-average exercise price of outstanding options, warrants and rights		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Equity compensation plans approved by securityholders⁽¹⁾⁽²⁾		4,391,512	$	6.17		2,752,889
Equity compensation plans not approved by securityholders⁽³⁾		1,643,000		8.69		—
Total		6,034,512	$	6.88		2,752,889

	DATED May 9, 2025.

	BY ORDER OF THE BOARD

	/s/ Ronald H. W. Cooper
	Ronald H. W. Cooper
	Chief Executive Officer, President and Director

SEC Form DEF 14A filed by enGene Holdings Inc.