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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		Filed by a Party other than the
Registrant ☒		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 under §240.14a-12

GENERATION BIO CO.

(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 the appropriate box):


☒	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.

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GENERATION BIO CO.

301 Binney Street

Cambridge, MA 02142

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To be held June 8, 2023

You are cordially invited to attend the 2023 Annual Meeting of Stockholders, or the Annual Meeting, of Generation Bio Co., which is scheduled to be held on Thursday, June 8, 2023 at 9:00 a.m. Eastern time. We have determined that the Annual Meeting will be held in a virtual meeting format only, via the Internet, with no physical in-person meeting. At our virtual Annual Meeting, stockholders will be able to attend, vote and submit questions by visiting www.virtualshareholdermeeting.com/GBIO2023. Further information about how to attend the Annual Meeting online, vote your shares during the meeting and submit questions during the meeting is included in the accompanying proxy statement.

Only stockholders who owned common stock at the close of business on April 12, 2023 can vote at the Annual Meeting or any adjournment or postponement that may take place. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1.Election of four Class III directors to our board of directors, each to serve until the 2026 annual meeting of stockholders;

2.Ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2023;

3.Approval of an amendment to our restated certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation;

4.Approval, on an advisory (non-binding) basis, of the compensation of our named executive officers; and

5.Transaction of any other business properly brought before the Annual Meeting or any adjournment or postponement of the Annual Meeting.

You can find more information, including the nominees for directors, in the attached proxy statement. The board of directors recommends that you vote in favor of each of proposals one through four as outlined in the attached proxy statement.

Instead of mailing a printed copy of our proxy materials to all of our stockholders, we are providing access to these materials via the Internet. This reduces the amount of paper necessary to produce these materials as well as the costs associated with mailing these materials to all stockholders. Accordingly, on or about April 26, 2023, we will begin mailing a Notice of Internet Availability of Proxy Materials, or Notice, to all stockholders of record on our books at the close of business on April 12, 2023, the record date for the Annual Meeting, and we will post our proxy materials on the websites referenced in the Notice. As more fully described in the Notice, stockholders may choose to access our proxy materials on the websites referenced in the Notice or may request to receive a printed set of our proxy materials. The Notice and websites provide information regarding how you may request to receive proxy materials in printed form by mail, or electronically by email, for the Annual Meeting and on an ongoing basis.

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If you are a stockholder of record, you may vote in one of the following ways:

Vote over the Internet, by going to www.proxyvote.com (have your Notice or proxy card in hand when you access the website);

Vote by Telephone, by calling the toll-free number 1-800-690-6903 (have your Notice or proxy card in hand when you call);

Vote by Mail, if you received a printed copy of the proxy materials, by completing, signing and dating the proxy card provided to you and returning it in the prepaid envelope provided to you; or

Vote online during the Annual Meeting. The Annual Meeting will be a virtual only meeting, which can be accessed at www.virtualshareholdermeeting.com/GBIO2023. Stockholders will have the ability to attend the virtual meeting and vote online during the meeting.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee or custodian, you should receive instructions from the bank, broker or nominee or custodian that you must follow for your shares to be voted.

Beginning on May 26, 2023, a complete list of stockholders of record will be made available for examination by stockholders of record at our corporate headquarters at 301 Binney Street, Cambridge, MA 02142 and at www.virtualshareholdermeeting.com/GBIO2023.

Whether or not you plan to attend the Annual Meeting online, we urge you to take the time to vote your shares.


	By order of the Board of Directors,

	/s/ Geoff McDonough, M.D.
	Geoff McDonough, M.D.
	President and Chief Executive Officer

Cambridge, MA

April 26, 2023

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Generation Bio Co.

Proxy Statement

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PROXY STATEMENT	6
IMPORTANT INFORMATION ABOUT THE ANNUAL MEETING AND VOTING	7
Purpose of the Annual Meeting	7
Board of Directors Recommendations	7
Availability of Proxy Materials	7
Who Can Vote at the Annual Meeting	7
How to Vote	8
Can I Vote My Shares by Filling Out and Returning the Notice of Internet Availability of Proxy Materials?	8
How Do I Ask Questions at the Annual Meeting?	8
What if I Experience Technical Difficulties during the Annual Meeting?	9
Shares Held in “Street Name” and Broker Non-Votes	9
Quorum	9
Votes Required	9
Method of Counting Votes	10
Revoking a Proxy; Changing Your Vote	10
Costs of Proxy Solicitation	11
Voting Results	11
Householding	11
PROPOSAL NO. 1—ELECTION OF FOUR CLASS III DIRECTORS	12
Nominees for Election as Class III Directors	13
Directors Continuing in Office	14
Class I Directors (Term Expires at 2024 Annual Meeting)	14
Class II Directors (Term Expires at 2025 Annual Meeting)	15
Executive Officers Who Are Not Directors	16
PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	17
Audit Committee Pre-Approval Policy and Procedures	17
REPORT OF THE AUDIT COMMITTEE	19
CORPORATE GOVERNANCE	20
Director Nomination Process	20
Director Independence	21
Board Diversity Matrix	22
Board Committees	23
Audit Committee	23
Talent Committee	24
Nominating and Corporate Governance Committee	26
Board and Committee Meetings Attendance	26
Director Attendance at Annual Meeting of Stockholders	26
Code of Business Conduct and Ethics	26
Corporate Governance Guidelines	27
Board Leadership Structure and Board’s Role in Risk Oversight	27
Corporate Social Responsibility (CSR)	28

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Communication with Our Directors	29
DIRECTOR COMPENSATION	30
Non-Employee Director Compensation Program	30
EXECUTIVE COMPENSATION	32
Compensation Discussion and Analysis	32
Overview	32
Company Background	32
Business Environment and Performance	32
Compensation Philosophy and Process	33
Compensation Elements and Decisions	35
Annual Base Salary	36
Short-term Incentives	36
Long-term Incentives	38
Potential Payments Upon Termination or Change in Control	39
Benefits	39
Anti-Hedging Policy	40
No Tax Gross-Ups	40
Tax and Accounting Considerations	41

SEC Form DEF 14A filed by Generation Bio Co.