UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

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☒ Definitive Proxy Statement

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REGENXBIO Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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REGENXBIO Inc.

9712
9804 Medical Center Drive Suite 100

Rockville, MD 20850

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

To Be Held On June 1, 2016

Dear Stockholder:

You are cordially invited to attend the Annual Meeting of Stockholders (the Annual Meeting)“Annual Meeting”) of REGENXBIO Inc., a Delaware corporation (the Company)“Company”). The Annual Meeting will be held on June 1, 2016,2, 2023, at 9:00 a.m. local time at the Company’s offices located at 97129804 Medical Center Drive, Suite 100, Rockville, Maryland 20850 for the following purposes:

The record date for the Annual Meeting is April 7, 2016. Only stockholders of record at the close of business on that date mayApril 3, 2023 are entitled to notice of, and to vote at, the Annual Meeting or any adjournment or postponement thereof. A complete list of such stockholders will be available for examinationinspection at ourthe Company’s offices in Rockville, Maryland at the Annual Meeting and during normal business hours for a period of ten10 days prior to the Annual Meeting.

YOUR VOTE IS IMPORTANT!

Your vote is important. Please vote Whether or not you plan to attend the Annual Meeting in person, please submit your proxy by usingtelephone or over the internet, or by telephone or, if you received a paper copy of thecompleting, signing, dating and returning your proxy card by mail, by signing and returningor voting instruction form so that your shares will be represented at the enclosed proxy card.Annual Meeting. Instructions for your voting options are described onin the Company’s proxy statement for the Annual Meeting, Notice of Internet Availability of Proxy Materials orand proxy card.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting of Stockholders Meeting to be held on June 1, 2016. 2, 2023:

The Company’s Notice of Annual Meeting, Proxy Statement and Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2022 are available atwww.proxyvote.com.www.proxyvote.com.

Your Board of Directors unanimously recommends you vote the proxy card “FOR” the Company’s two director nominees, Allan M. Fox and Camille Samuels and “FOR” Proposal 2.

This Proxy Statement is first being mailed to the stockholders of the Board of Directors,

Kenneth T. Mills

President and Chief Executive Officer

Rockville, Maryland

April 18, 2016

This notice of Annual Meeting and accompanying proxy statement are being distributed or made available to stockholdersCompany on or about April 18, 2016.

TABLE OF CONTENTS

i

REGENXBIO Inc.

97129804 Medical Center Drive Suite 100

Rockville, MD 20850

PROXY STATEMENT

FOR THE 2016 ANNUAL MEETING OF STOCKHOLDERS

June 1, 2016

This proxy statement and proxy card areProxy Statement is furnished in connection with the solicitation of proxies to be voted at the 20162023 Annual Meeting of Stockholders (the Annual Meeting)“Annual Meeting”) of REGENXBIO Inc. (sometimes referred to as we, the Company or REGENXBIO), which will be held on June 1, 2016,2, 2023, at 9:00 a.m. local time at the Company’s offices located at 97129804 Medical Center Drive, Suite 100, Rockville, Maryland 20850.

When this Proxy Statement refers to “REGENXBIO,” the “Company,” “we,” “us” or “our,” it is referring to REGENXBIO Inc.

We are making this proxy statementProxy Statement and our Annual Report on Form 10-K10‑K for the fiscal year ended December 31, 2022 (the “Annual Report”) available to stockholders at www.proxyvote.com. On or about April 18, 2016,6, 2023, we will begin mailing to certain of our stockholders a noticeNotice of Internet Availability of Proxy Materials (the Notice)“Notice”) containing instructions on how to access and review this proxy statementProxy Statement and ourthe Annual Report on Form 10-K at that website.Report. The Notice also instructs you how you may submit your proxy over the internet or via telephone. If you would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting those materials included in the Notice.

QUESTIONS AND ANSWERS ABOUT THIS

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PROXY MATERIAL AND VOTINGSTATEMENT EXECUTIVE SUMMARY

Why am I receiving

This summary highlights information contained elsewhere in this proxy statementProxy Statement. This summary does not contain all of the information you should consider. Please read the entire Proxy Statement carefully before voting.

Voting Overview and proxy card?Vote Recommendations of the Board - Items of Business

You

Election of Directors: Please vote “For” each nominee (page 5)

Ratification of Appointment of Independent Registered Public Accounting Firm: Please vote your shares at the Annual Meeting as you have instructed them or, if“For” (page 20)

Advisory Vote on Executive Compensation: Please vote “For” (page 23)

About REGENXBIO

We are a leading clinical-stage biotechnology company seeking to improve lives through the curative potential of gene therapy. Our investigational gene therapies are designed to deliver functional genes to address genetic defects in cells, enabling the production of therapeutic proteins or antibodies that are intended to impact disease. Through a single administration, gene therapy could potentially alter the course of disease significantly and deliver improved patient outcomes with long-lasting effects.

Our investigational gene therapies use adeno-associated virus ("AAV") vectors from our proprietary gene delivery platform, which we call our NAV® Technology Platform. AAV vectors are non-replicating viral delivery vehicles that are not known to cause disease. Our NAV Technology Platform consists of exclusive rights to a large portfolio of AAV vectors, including AAV7, AAV8, AAV9 and more than 100 other novel AAV vectors ("NAV Vectors"). We believe this proxy statement.

In accordance with Delaware law,platform forms a list of stockholders entitled to vote at the meeting will be available at the place of the Annual Meeting on June 1, 2016strong foundation for our current clinical-stage programs and will be accessible for ten days prior to the meeting at our principal place of business, 9712 Medical Center Drive, Suite 100, Rockville, MD 20850, between the hours of 9:00 a.m. and 5:00 p.m. local time.

How do I vote?

If on April 7, 2016, your shares were registered directly in your name with our transfer agent, Computershare, then you are a stockholderongoing research and development, we expect to continue to expand our platform and pipeline of record. Stockholders of record may vote by using the internet, by telephone or (if you received a proxy card by mail) by mail as described below. Stockholders also may attend the meeting and vote in person. If you hold shares through a bank, broker or other nominee, pleasepotential AAV vector-based gene therapies. We refer to your proxy card, Notice or other information forwarded by your bank, broker or other nominee to see which voting options are available to you.commercial and investigational AAV vector-based gene therapies as AAV Therapeutics.

Business Highlights

In 2022, we made significant progress toward our clinical development and business objectives, including the following achievements:

The method you use to vote will not limit your right to vote at the Annual Meeting if you decide to attend in person. Written ballots will be passed out to anyone who wants to vote at the Annual Meeting. If you hold your shares in “street name,” you must obtain a proxy, executed in your favor, from the holder of record to be able to vote in person at the Annual Meeting.

Can I change my vote after submitting my proxy?

Yes. You can revoke your proxy at any time before the final vote at the Annual Meeting. If you are the record holder of your shares, you may revoke your proxy in any one of three ways:

If you are a beneficial owner of your shares, you must contact the bank, broker or other nominee holding your shares and follow their instructions for changing your vote.

How many votes do you need to hold the Annual Meeting?

A quorum of stockholders is necessary to conduct business at the Annual Meeting. Pursuant to our amended and restated bylaws, a quorum will be present if a majority of the voting power of outstanding shares of the Company entitled to vote generally in the election of directors is represented in person or by proxy at the Annual Meeting. On the record date, there were 26,338,329 shares of common stock outstanding and entitled to vote. Thus, 13,169,165 shares must be represented by stockholders present at the Annual Meeting or represented by proxy to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you attend the Annual Meeting and vote in person. Abstentions and broker non-votes will be counted for the purpose of determining whether a quorum is present for the transaction of business. If a quorum is not present, the holders of a majority of the votes present at the Annual Meeting may adjourn the Annual Meeting to another date.

What proposals will be voted on at the Annual Meeting?

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Plurality means that the nominees for director receiving the greatest number of votes will be elected. Withheld votes and “broker non-votes” will have no effect on the election of a nominee.

Majority Votes Castmeans that a proposal that receives an affirmative majority of the votes cast will be approved. Abstentions and broker non-votes will not be counted “FOR” or “AGAINST” this proposal and will have no effect on this proposal.Corporate Governance Highlights

Broker Discretionary Voting occurs when a broker does not receive voting instructions from the beneficial owner and votes those shares in its discretion on any proposal on which it

Our commitment to effective corporate governance is permitted to vote.

How are votes counted?

Votes will be countedillustrated by the inspectorfollowing practices:

Sustainability Highlights

Investor Engagement in 2022

Following our 2022 annual meeting, as part of Directors may either:

If our Board of Directors designates a substitute nominee, shares represented by proxies voted for the nominee who is unable to stand for election will be voted for the substitute nominee.

What happens if I signclinical trials, our business strategy, our financial performance and return my proxy card but do not provide voting instructions?

If you return a signedstrategic initiatives and dated proxy card without marking any voting selections, your shares will be voted:

What do I need to show to attend the Annual Meeting in person?

You will need proof of your share ownership (such as a recent brokerage statement or letter from your broker showing that you owned shares of our common stock as of April 7, 2016) and a form of photo identification. If you do not have proof of ownership and valid photo identification, you may not be admitted to the Annual Meeting. All bags, briefcases and packages will be held at registration and will not be allowed in the meeting. We will not permit the use of cameras (including cell phones and other devices with photographic capabilities) and other recording devices in the meeting room.

Who is paying for this proxy solicitation?

The accompanying proxy is being solicited by the Board of Directorsoverall state of the Company. In addition to this solicitation, directorsAAV gene therapy industry.

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PROPOSAL 1:

ELECTION OF DIRECTORS

Under our Certificate of Incorporation and employees of the Company may solicit proxies in person, by telephone, or by other means of communication. Directors and employees will not be paid any additional compensation for soliciting

proxies. In addition, the Company may also retain one or more third parties to aid in the solicitation of brokers, banks and institutional and other stockholders. We will pay for the entire cost of soliciting proxies. We may reimburse brokerage firms, banks and other agents for the cost of forwarding proxy materials to beneficial owners.

What happens if the Annual Meeting is postponed or adjourned?

Unless the polls have closed or you have revoked your proxy, your proxy will still be in effect and may be voted once the Annual Meeting is reconvened. However, you will still be able to change or revoke your proxy with respect to any proposal until the polls have closed for voting on such proposal.

How can I find out the results of the voting at the Annual Meeting?

Preliminary voting results are expected to be announced at the Annual Meeting. Final voting results will be reported on a Current Report on Form 8-K filed with the SEC no later than the fourth business day after the Annual Meeting, or June 7, 2016.

How can I find REGENXBIO’s proxy materials and Annual Report on the Internet?

This proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2015 are available at our corporate website at www.regenxbio.com. You also can obtain copies without charge at the SEC’s website at www.sec.gov. Additionally, in accordance with SEC rules, you may access these materials at www.proxyvote.com, which does not have “cookies” that identify visitors to the site.

How do I obtain a separate set of REGENXBIO’s proxy materials if I share an address with other stockholders?

In some cases, stockholders holding their shares in a brokerage or bank account who share the same surname and address receive only one copy of the Notice. This practice, called “housekeeping,” is designed to reduce duplicate mailings and save printing and postage costs as well as natural resources. If you would like to have a separate copy of the Notice or our Annual Report on Form 10-K and/or proxy statement mailed to you or to receive separate copies of future mailings, please submit your request to the address or phone number that appears on your Notice or proxy card. We will deliver such additional copies promptly upon receipt of such request.

In other cases, stockholders receiving multiple copies at the same address may wish to receive only one. If you would like to receive only one copy if you now receive more than one, please submit your request to the address or phone number that appears on your Notice or proxy card.

Can I receive future proxy materials and annual reports electronically?

Yes. This proxy statement and the Annual Report on Form 10-K for the year ended December 31, 2015 are available on our investor relations website located at http://ir.regenxbio.com. Instead of receiving paper copies in the mail, stockholders can elect to receive an email that provides a link to our future annual reports and proxy materials on the internet. Opting to receive your proxy materials electronically will save us the cost of producing and mailing documents to your home or business, will reduce the environmental impact of our annual meetings and will give you an automatic link to the proxy voting site.

May I propose actions for consideration at next year’s annual meeting or nominate individuals to serve as directors?

Yes. The following requirements apply to stockholder proposals, including director nominations, for the 2017 annual meeting of stockholders.

Requirements for Stockholder Proposals to be Considered for Inclusion in REGENXBIO’s Proxy Materials:

Stockholders interested in submitting a proposal (other than the nomination of directors) for inclusion in the proxy materials to be distributed by us for the 2017 annual meeting of stockholders may do so by following the procedures prescribed in Rule 14a-8 of the Securities Exchange Act of 1934, as amended (the Exchange Act). To be eligible for inclusion in REGENXBIO’s proxy materials, stockholder proposals must be received at our principal executive offices no later than the close of business on December 19, 2016 which is the 120^th day prior to the first anniversary of the date that we released this proxy statement to our stockholders for the Annual Meeting. To be included in our proxy materials, your proposal also must comply with the Company’s amended and restated bylaws and Rule 14a-8 promulgated under the Exchange Act regarding the inclusion of stockholder proposals in company-sponsored proxy materials. If we change the date of the 2017 annual meeting of stockholders by more than 30 days from the anniversary of this year’s Annual Meeting, stockholder proposals must be received a reasonable time before we begin to print and mail our proxy materials for the 2017 annual meeting of stockholders. Proposals should be sent to REGENXBIO Inc., 9712 Medical Center Drive, Suite 100, Rockville, MD 20850, Attn: Corporate Secretary.

Requirements for Stockholder Nomination of Director Candidates and Stockholder Proposals Not Intended for Inclusion in REGENXBIO’s Proxy Materials:

Stockholders who wish to nominate persons for election to the Board of Directors at the 2017 annual meeting of stockholders or who wish to present a proposal at the 2017 annual meeting of stockholders, but who do not intend for such proposal to be included in REGENXBIO’s proxy materials for such meeting, must deliver written notice of the nomination or proposal to our Corporate Secretary at 9712 Medical Center Drive, Suite 100, Rockville, MD 20850 no earlier than February 1, 2017 and no later than March 3, 2017. However, if the 2017 annual meeting of stockholders is held earlier than May 2, 2017 or later than July 1, 2017, nominations and proposals must be received no later than the close of business on the later of (a) the 90^th day prior to the 2017 annual meeting of stockholders and (b) the 10th day following the day we first publicly announce the date of the 2017 annual meeting. The stockholder’s written notice must include certain information concerning the stockholder and each nominee and proposal, as specified in our amended and restated bylaws.

Copy of Amended and Restated Bylaws:

You may request a copy of Bylaws ("the Company’s amended and restated bylaws at no charge by writing to REGENXBIO’s Corporate Secretary at 9712 Medical Center Drive, Suite 100, Rockville, MD 20850.

Whom should I call if I have any questions?

If you have any questions, would like additional REGENXBIO proxy materials or proxy cards, or need assistance in voting your shares, please contact Investor Relations, REGENXBIO Inc.Bylaws"), 9712 Medical Center Drive, Suite 100, Rockville, MD 20850 or by telephone at (240) 552-8181.

Important Notice Regarding the Availability of Proxy Materials

for the Meeting to be Held on Wednesday, June 1, 2016

This proxy statement and our Annual Report on Form 10-K are available on-line atwww.proxyvote.com.

PROPOSAL 1

ELECTION OF ALLAN M. FOX AND CAMILLE SAMUELS AS CLASS I DIRECTORS

Under our amended and restated bylaws, our Board of Directors is divided into three classes of roughly equal size. The members of each class are elected to serve a 3-yearthree-year term with the term of office of each of the three classes ending in successive years. Pursuant to our amended and restated bylaws,Bylaws, the Board of Directors has fixed the current number of directors at eight, but the number of directors will be seven following the expiration of Edgar G. Engleman, M.D.’s term at the Annual Meeting. Edgar G. Engleman,nine. Jean Bennett, M.D., Allan M. FoxPh.D., A.N. “Jerry” Karabelas, Ph.D., and Camille SamuelsDaniel Tassé, are the three Class III directors whose terms expire at this Annual Meeting. On March 1, 2016,The Board has nominated Dr. Engleman informedBennett, Dr. Karabelas, and Mr. Tassé (collectively, the Board of Directors that he would not stand for re-election at the Annual Meeting. Mr. Fox“nominees” and Ms. Samuels have been nominated for election by our Board of Directorseach, a “nominee”) to serve until the 20192026 annual meeting of stockholders or until their successors are elected, (oror until their earlier death, resignation or removal). It is our policy to encourage nominees for director to attend the Annual Meeting.

Directors are elected by a pluralityremoval. Each of the votes cast atnominees was recommended for election by the Annual Meeting. The two nominees receivingNominating and Corporate Governance Committee, and each such recommendation was approved unanimously by the highest number of “FOR” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors at the Annual Meeting.Board.

Shares represented by signed proxy cards will be voted on Proposal 1 “FOR”“For” the election of Dr. Bennett, Dr. Karabelas, and Mr. Fox and Ms. SamuelsTassé to the Board of Directors at the Annual Meeting, unless otherwise marked on the card. If any REGENXBIO director nomineeof the nominees becomes unavailable for election as a result of an unexpected occurrence, shares represented by proxy will be voted for the election of a substitute nominee designated by ourthe current Board, of Directors, unless otherwise marked on the card. Dr. Bennett, Dr. Karabelas, and Mr. Fox and Ms. Samuels, REGENXBIO’s two director nominees,Tassé have each agreed to serve as a director if elected. We have no reason to believe that eitherany of the REGENXBIO nominees will be unable to serve if elected.

Nominees for Election as Class I Directors at the Annual Meeting

This year’s nominees for election to the Board of Directors as our Class I directors to serve for a term of three years expiring at the 2019 annual meeting of stockholders, or until their successors have been duly elected and qualified or until their earlier death, resignation or removal, are provided below. The age of each director as of April 18, 2016 is set forth below.

The following is additionalCertain information about each of the nominees as of the date of this proxy statement,is furnished below, including their business experience, public company director positions held currently or at any time during the last five years involvementand the experience, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the nominees should continue to serve as directors.

Our directors have a diverse set of skills and experience on the board, including:

Jean Bennett, M.D., Ph.D., has been a Director since September 2021. Dr. Bennett has been the F.M. Kirby Emeritus Professor of Ophthalmology at the Perelman School of Medicine at the University of Pennsylvania since July 2021, where she was previously a professor for 17 years. She also served as director of the Center for Advanced Retinal and Ocular Therapeutics at the University of Pennsylvania from July 2014 to June 2021. In addition to Dr. Bennett’s positions at the University of Pennsylvania, she has been an Investigator at the Center for Cellular and Molecular Therapeutics at The Children’s Hospital of Philadelphia for more than a decade. She also co-founded life science companies Spark Therapeutics (acquired by Roche), GenSight Biologics, Limelight Bio and Opus Genetics. Dr. Bennett has published or administrative proceedings, if applicable,contributed to more than 120 peer-reviewed publications on gene therapy, including her pioneering work on gene therapy delivery of RPE65, which was foundational to the approval of Luxturna, the first gene therapy product approved by the U.S. Food and Drug Administration (the “FDA”). Dr. Bennett received a B.S. in Biology from Yale University, a Ph.D. in Zoology and Cell Biology from the University of California, Berkeley and an M.D. from Harvard University. She also completed postdoctoral fellowships in Radiobiology and Environmental Health at the University of California, San Francisco, Human Genetics at Yale School of Medicine and Development Genetics at The Johns Hopkins University School of Medicine. Dr. Bennett’s work as a leading molecular genetics researcher and her past experience in drug development, provides her with deep medical and scientific experience and with life sciences expertise, particularly in the field of retinal gene therapy.

A.N. “Jerry” Karabelas, Ph.D., has been the Lead Independent Director since July 2020 and a Director since May 2015. Dr. Karabelas has been a Venture Partner at Apple Tree Partners, a life sciences venture capital firm, since January 2021, prior to which he was a Partner at Care Capital, LLC (“Care Capital”), a life sciences venture capital firm, from December 2001 to December 2020. Before joining Care Capital, Dr. Karabelas was Chairman at Novartis BioVentures Fund, which is owned by Novartis AG

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(“Novartis”), a provider of capital for life sciences companies across the biotech, medical devices and diagnostics industries, prior to which he was the Chief Executive Officer of Novartis Pharma AG, which is also owned by Novartis. Before joining Novartis, Dr. Karabelas was Executive Vice President, Worldwide Pharmaceuticals of SmithKline Beecham, where he was responsible for U.S. and European operations, regulatory and strategic marketing. Dr. Karabelas has served as a director at Bausch Health Companies Inc., a publicly held specialty pharmaceutical and medical device company, since June 2016 and Braeburn Pharmaceuticals, Inc., a privately held pharmaceutical company, since September 2015. He previously served as Chairman at Polyphor AG, a pharmaceutical company, from June 2013 to November 2019 and Inotek Pharmaceuticals Corporation from July 2012 to June 2016. In connection with his work at Care Capital, Dr. Karabelas previously served on numerous boards of directors of pharmaceutical and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Dr. Karabelas also previously served as Chairman at SkyePharma, plc and Human Genome Sciences. Dr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Dr. Karabelas's senior management positions at commercial and development-stage biopharmaceutical companies, strong knowledge of strategic and regulatory issues, his insight into international operations and his international perspective on the life sciences industry and healthcare related issues provides him with deep executive leadership, medical, life sciences, regulatory, international and commercial expertise.

Daniel Tassé has been a Director since August 2016. Mr. Tassé has served as the Chief Executive Officer and a director of DBV Technologies SA, a publicly held biopharmaceutical company, since November 2018. From March 2016 to March 2019, he was the Chairman of Alcresta Therapeutics, Inc. (“Alcresta”), a privately held biopharmaceutical company, and from March 2016 to November 2018, he was the Chairman and Chief Executive Officer of Alcresta. Mr. Tassé has served as a director at Indivior PLC (where he is the Senior Independent Director), a London Stock Exchange publicly traded pharmaceutical company, since August 2014. He previously served as a director at Bellerophon Therapeutics, Inc. from December 2013 to May 2019 and HLS Therapeutics Inc. from March 2018 to March 2019. Prior to the acquisition of Ikaria Inc. (“Ikaria”) by Mallinckrodt Pharmaceuticals in April 2015, Mr. Tassé was President, Chief Executive Officer and Chairman of Ikaria and served as the Interim Chief Executive Officer and President of Bellerophon from February 2014 to June 2014. Previously, Mr. Tassé was the General Manager of the Pharmaceuticals and Technologies Business Unit of Baxter International, Inc. and Vice President and Regional Director for Australasia at GlaxoSmithKline plc. Mr. Tassé was a member of the Health Section Governing Board of the Biotechnology Industry Organization, where he participated on the bioethics, regulatory environment and reimbursement committees. Additionally, Mr. Tassé was a member of the board of directors of the Pharmaceutical Research and Manufacturers of America, where he participated on the FDA and biomedical research committee. Mr. Tassé received a B.Sc. in Biochemistry from the University of Montreal. Mr. Tassé has an extensive track record of business building in the healthcare industry, a strong background within critical care, global management experience and a detailed knowledge of the life sciences industry, which provides him with a breadth of executive leadership, life sciences and international experience.

Vote Required

Directors are elected by a plurality of the votes cast at the Annual Meeting. The three nominees receiving the highest number of “For” votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the election of directors at the Annual Meeting.

Recommendation of the Board

The Board unanimously recommends a vote “For” each director nominee.

Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and ourthe Board of Directors to determine that the nomineesdirectors should serve as one of our directors. The term of the Class III directors will expire at the 2024 annual meeting of stockholders, and the term of the Class I directors will expire at the 2025 annual meeting of stockholders.

Allan M. Foxhas been the Chairman of the Board since July 2020 and a Director since February 2009. Mr. Fox is the founding partner of FoxKiser,FOXKISER, a nationally recognized firm committed to the strategic development of transformative innovations from biomedical research, which was formed in September 1986. Mr. Fox specializes in identifying business opportunities and improving competitive market positions. HeThrough FOXKISER, he has participated in the formation and development of numerous ventures in the public and private sectors.sectors, including the founding of REGENXBIO and Dimension Therapeutics, Inc. Before forming FoxKiser,FOXKISER, Mr. Fox co-led the establishment of the Washington office of the law firm of Kaye Scholer. While in the public sector, Mr. Fox served as Chief of Staff and Chief Legislative Assistant to U.S. Senator Jacob K. Javits of New York. He also served as Chief Counsel to the United States Senate Health and Scientific Research Subcommittee, chaired by Senator Edward M. Kennedy. Mr. Fox was a Fellow in Law, Science and Medicine at Yale Law School where he received an LL.M. degree. Mr. Fox also holds a J.D. and B.A. from Temple University. Mr. Fox has specific

attributes that qualify him to continue to serve as a member of ourthe Board, of Directors, including his broad experience in providing strategic advice to and investing in biotechnology companies throughout their life cycles, his expertise in identifying business opportunities, his deep experience with REGENXBIO since the biotechnology sectortime of its founding and FDA consulting, as well as his current and prior service on private company boards.boards of directors.

Camille Samuels7

Alexandra Glucksmann, Ph.D., has been a Director since January 2015. Ms. SamuelsMay 2018. Dr. Glucksmann has been a Partner at Venrock, a venture capital firm, since May 2014. Prior to Venrock, Ms. Samuels spent over a decade as a Managing Director at Versant Ventures, a life sciences venture capital firm, which she joined in 2000 and for which she provided services through March 2014. Ms. Samuels currently serves on the board of Spirox Corporation and Unity Biosciences, Inc. She previously served as a boarddirector at Scenic Biotech BV, a privately held biotechnology company, since September 2017. From April 2018 to November 2022 Dr. Glucksmann served as the President and Chief Executive Officer and a director at Cedilla Therapeutics, Inc., a privately held biotechnology company, and from October 2017 to March 2018, Dr. Glucksmann was an Entrepreneur-in-Residence at Third Rock Ventures, LLC, a privately held healthcare venture firm, where she focused on company formation. She was also a founding employee of Editas Medicine, Inc., a publicly held biotechnology company, and served as its Chief Operating Officer from October 2013 to March 2017. Prior to that, Dr. Glucksmann was a founding employee of Cerulean Pharma Inc., a publicly held biotechnology company, and served as its Senior Vice President of research and business operations from September 2006 to June 2013. From August 2006 to May 2015, she served as a director at Taconic Biosciences, Inc. Dr. Glucksmann received a B.S. in Bacteriology from the University of Wisconsin-Madison and a Ph.D. in Molecular Genetics and Cell Biology from the University of Chicago, and she completed her postdoctoral fellowship at the Massachusetts Institute of Technology. Dr. Glucksmann’s qualifications to continue to serve as a member or a board observer on other healthcareof the Board include her extensive experience in senior management positions at biotechnology companies, including Achaogen, Inc., Fluidigm Sciences Inc., Genomic Health, Inc., Novacardia, Inc. (acquired byparticularly her experience in the formation and development of biotechnology companies.

Jennifer Zachary currently serves as the Executive Vice President and General Counsel of Merck & Co., Inc.), ParAllele BioScience, Inc. (acquired by Affymetrix Inc.), In this role, she serves as a legal advisor to Merck’s directors and Syrrx Inc. (acquired by Takeda Pharmaceutical Co.).executives, leads the company’s office of general counsel and sets the company’s global legal strategy. She is also responsible for the company’s global safety and environment, and global security functions. Prior to her venture career,joining Merck, Ms. Samuels held businessZachary was a partner at the international law firm Covington & Burling, LLP. She practiced in the area of pharmaceutical and medical device regulatory law and advised a wide range of manufacturers and trade associations on compliance with government requirements for the development, manufacture and strategic marketing rolessale of their products. Prior to that, Ms. Zachary served as an Associate Chief Counsel for enforcement at Tularik Inc. (acquired by Amgen Inc.)the FDA and Genzyme Corporation (acquired by Sanofi-Aventis SA). She also worked as a management consultant to consumer, healthcare and biotech companies at LEK Consulting.Special Assistant U.S. Attorney in the Civil Division of the U.S. Attorney’s Office for the District of Columbia. Ms. SamuelsZachary holds a B.S./B.A. in Biologybiology and chemistry from DukeArizona State University and an M.B.A.a J.D. from Harvard BusinessLaw School. Ms. SamuelsZachary has specific attributes that qualify her to serve as a member of our Board of Directors, including her experience in venture capital investing and in the biotechnology sector, as well as her prior service on public and private company boards and audit committees.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT YOU VOTE THE PROXY CARD “FOR” THE ELECTION OF ALLAN M. FOX AND CAMILLE SAMUELS AS CLASS I DIRECTORS

Continuing Directors Not Standing for Election

Certain information about those directors whose terms do not expire at the Annual Meeting is furnished below, including their business experience, public company director positions held currently or at any time during the last five years, involvement in certain legal or administrative proceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and our Board of Directors to determine that the directors should serve as one of our directors. The age of each director as of April 18, 2016 is set forth below.

Class II Directors (Terms Expire in 2017)

Donald J. Hayden, Jr. has been a Director and Chairman of our Board of Directors since February 2013. From 1991 to 2006, Mr. Hayden held several executive positions with Bristol-Myers Squibb Company, most recently serving as Executive Vice President and President, Americas. Mr. Hayden is currently a member and chairman of the Board of Directors of Insmed Incorporated and Vitae Pharmaceuticals Inc. He is also lead independent director at Amicus Therapeutics, Inc., a member of the Board of Directors at Otsuka America Pharmaceutical, Inc., and serves as a senior advisor to Prospect Venture Partners, a leading life sciences venture capital firm. Mr. Hayden served as a director of Dimension Therapeutics, Inc. from October 2013 to July 2015. Mr. Hayden holds a B.A. from Harvard University and an M.B.A. from Indiana University. Mr. Hayden has specific attributes that qualify himcontinue to serve as a member of ourthe Board, of Directors, including hisher government service related to health care and regulatory compliance, experience in the biotechnology and pharmaceutical industries, as well as his prior service on public and private company boards and his executive-level servicesenior management positions at a numberlarge biopharmaceutical company and a global law firm, and her strong knowledge of publicstrategic, legal and private companies.

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A.N. “Jerry” Karabelas, Ph.D. has beenCORPORATE GOVERNANCE

Our Board is responsible for oversight of the management of the Company. In carrying out its responsibilities, the Board selects and monitors our management team, provides oversight of our financial reporting processes and determines and implements our corporate governance policies.

Corporate Responsibility

The Company seeks to enhance stockholder value while embodying its core values of Trust, Accountability, Perseverance and Innovation (our “Core Values”). As part of our Core Values the Company engages in the following areas to further our environmental, social and governance strategy:

Environmental Footprint

The Company is cognizant of its impact on the wider environment. In recognition of that impact, the Company's Rockville, Maryland headquarters is Leadership in Energy and Environmental Design Gold certified. Further the Company is engaging in multiple initiatives that are designed to improve manufacturing yields and is measuring its baseline emissions to reduce waste.

Diversity, Equity and Inclusion

The Company strongly supports efforts to promote diversity, equity and inclusion (“DEI”), as we believe that a Director since May 2015. Since December 2001, Mr. Karabelas has been a managing member at Care Capital II, LLCdiverse, equitable and Care Capital III, LLC (Care Capital), a provider of capital for entrepreneurial private and public companies developing pharmaceuticals. Prior to his work at Care Capital, from July 2000 to September 2001, Mr. Karabelas was Chairman at Novartis BioVentures,inclusive culture fosters innovation, which is ownedintegral to our mission. We are firmly committed to providing equal opportunity in all aspects of employment and have established a DEI Champion Group to further our DEI initiatives. The DEI Champion Group is supported by Novartis AG (Novartis), a provider of capital for life sciences companies across the biotech, medical devicesan executive sponsor and diagnostics industries, priorthrough activities and programs facilitates employee engagement to which Mr. Karabelas was the Chief Executive Officer of Novartis Pharma AG, which is owned by Novartis. In connection with his work at Care Capital, Mr. Karabelas has served on numerous boards of directors of pharmaceuticalincrease understanding and therapeutics companies, including Renovo, plc, Vanda Pharmaceuticals, Inc. and NitroMed, Inc. Since June 2013, Mr. Karabelas has served as Chairman of Polyphor AG. Mr. Karabelas also served as a membercelebration of the boards of directors of SkyePharma, plcCompany's diverse workforce. Our commitment to DEI is also reflected in our workforce population that includes 54% identifying as female and 46% from May 2001 to May 2009 and Human Genome Sciences. Mr. Karabelas received a B.S. from the University of New Hampshire and a Ph.D. from the Massachusetts College of Pharmacy. Mr. Karabelas has specific attributes that qualify him to servehistorically underrepresented minority populations. We have also emphasized DEI as a member of our Board of Directors, including his extensive experience in working with publicly held pharmaceuticals companies, advising developing life sciences, therapeutics and pharmaceuticals companies and his executive leadership, managerial and business experience.

Class III Directors (Terms Expire in 2018)

Luke M. Beshar has been a Director since April 2015. Mr. Beshar was the Executive/Senior Vice President and Chief Financial Officer of NPS Pharmaceuticals, Inc., a global biopharmaceutical company from November 2007 to February 2015. He is a former Chief Financial Officer of various public and private companies and has more than 30 years of general and financial management experience. Mr. Beshar served as Executive Vice President and Chief Financial Officer of Cambrex Corporation from December 2002 to November 2007, a global life sciences company, and previously as Senior Vice President and Chief Financial Officer at Dendrite International, a leading provider of services to the life sciences industry. Mr. Beshar began his career with Arthur Andersen & Co. in 1980 and is a Certified Public Accountant. Mr. Beshar is a Director of Trillium Therapeutics, Inc. and Chair of its Audit Committee, a Director and member of the Audit Committee of Sancilio Pharmaceuticals Company, Inc., and a Director of EnteraBio Ltd. Mr. Beshar holds a B.S. degree in Accounting and Finance from Michigan State University and is a graduate of The Executive Program at the Darden Graduate School of Business at the University of Virginia. Mr. Beshar has specific attributes that qualify him to serve as a member of our Board of Directors, including his experience in the biotechnology and medical industries, his financial and accounting expertise, as well as his prior service on public and private company boards.

Kenneth T. Mills has been our President, Chief Executive Officer and Director since March 2009. Mr. Mills was with FoxKiser, most recently as a partner, from January 2007 to January 2015. Mr. Mills was previously the Chief Financial Officer and Vice President of Business Development at Meso Scale Diagnostics, a privately-held life sciences company from January 2004 to December 2006 and was part of the original management team that established the company’s operations and financing strategy. From March 1997 to December 2003, Mr. Mills was employed at IGEN International, a medical diagnostics company, where he served as Director of Business Development up through the company’s acquisition by Roche. Mr. Mills received an S.B. in Chemistry from the Massachusetts Institute of Technology. We believe that Mr. Mills’ qualifications to serve as a director of our company include his extensive experienceculture, as an executiveset out in our Code of Business Conduct and Ethics, and we are determined to support further progress in this area.

Corporate Governance Guidelines

The Board has adopted corporate governance guidelines, which, along with our Certificate of Incorporation and Bylaws, and the gene therapy and biotechnology industries and his prior service as a senior-level executive in both early stage and mature biotechnology companies.

David C. Stump, M.D. has been a Director since October 2015. From November 1999 to December 2012, Dr. Stump was with Human Genome Sciences, Inc., as Executive Vice President, Research and Development from May 2007 to December 2012, Executive Vice President, Drug Development from December 2003 to May 2007 and Senior Vice President, Drug Development from November 1999 to December 2003. Prior to joining Human Genome Sciences, Dr. Stump held roles of increasing responsibility at Genentech, Inc., a biopharmaceutical company, from 1989 to 1999, including Vice President, Clinical Research and Genentech Fellow. Prior to joining Genentech, Dr. Stump was an Associate Professor of Medicine and Biochemistry at the University of Vermont. Dr. Stump is a membercharters of the board of directors of Sunesis Pharmaceuticals, Inc.,

MacroGenics, Inc. and Portola Pharmaceuticals, Inc. and a member of the board of trustees of Earlham College. Dr. Stump previously served on the board of directors of Dendreon Corporation. Dr. Stump holds an A.B. from Earlham College and an M.D. from Indiana University and did his residency and fellowship training in internal medicine, hematology, oncology and biochemistry at the University of Iowa. Dr. Stump has specific attributes that qualify him to serve as a member of our Board of Directors, including his scientific and clinical expertise and industry background, as well as his prior service on company boards.

CORPORATE GOVERNANCE

Independencecommittees of the Board, provide the framework for our corporate governance. Our current corporate governance guidelines can be found, together with other corporate governance information, in the corporate governance section of Directorsour website at www.regenxbio.com. The Board also evaluates the charters of its committees from time to time, as appropriate.

Code of Business Conduct and Ethics

We maintain a code of business conduct and ethics that qualifies as a “code of ethics” under Item 406 of the Securities and Exchange Commission’s (the “SEC”) Regulation S-K and applies to each of our directors, officers and employees, including our principal executive officer, principal financial officer, principal accounting officer and controller, or persons performing similar functions. The code of business conduct and ethics addresses various topics, including: (1) compliance with applicable laws, rules and regulations; (2) conflicts of interest; (3) public disclosure of information; (4) insider trading; (5) corporate opportunities; (6) competition and fair dealing; (7) gifts; (8) discrimination, harassment and retaliation; (9) health and safety; (10) record keeping; (11) confidentiality; (12) protection and proper use of company assets; (13) prevention of corruption; and (14) the reporting of illegal and unethical behavior.

The code of business conduct and ethics is available in the corporate governance section of our website at www.regenxbio.com. Any amendment or waiver of the “code of ethics” provisions of the code of business conduct and ethics for an executive officer or director may be granted only by the Board or a committee thereof and must be timely disclosed as required by applicable law. We intend to satisfy the disclosure requirements regarding any such amendment or waiver applicable to any principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, in a current report filed with the SEC on Form 8-K or on our website at www.regenxbio.com.

Director Independence

As required under NASDAQNasdaq listing standards, a majority of the members of a listed company’s board of directors must qualify as “independent,” as affirmatively determined by the board of directors. Consistent with these regulations, after review of all relevant transactions or relationships between each director, or any of hissuch director’s family members, and the Company, its senior

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management and its independent registered public accounting firm, the Board of Directors has determined that all of our current directors are independent directors within the meaning of applicable NASDAQNasdaq listing standards, except for Mr.Kenneth T. Mills, our Chief Executive Officer,President and CEO, and Allan M. Fox and DonaldFox. In addition, our former director Daniel J. Hayden, Jr. Our Board of Directors currently expects that Donald Hayden, Jr. will qualify as anAbdun-Nabi, who did not stand for re-election at the 2022 annual meeting, was also independent director in accordance with the rules of NASDAQ commencing during the fourth quarter of 2016.

Information Regarding the Board of Directors and its Committees

As required under NASDAQNasdaq listing standards, our independent directors meet in regularly scheduled executive sessions at which only independent directors are present, noting that we have relied on Nasdaq Marketplace Rule 5615(b)(1), a “phase-in” rule for companies following their initial public offerings, in allowing Donald J. Hayden, Jr., Chairman of thepresent.

The Board of Directors, to be present and preside over these executive sessions.

Our Board of Directors has an Audit Committee, a Compensation Committee and a Nominating and Corporate Governance Committee. The following table provides membership and meeting information for each of the Board committees during 2015:2022:

Below is a description of each committee of the Board of Directors.Board. The Board of Directors has determined that each member of the Audit, Compensation and Nominating and Corporate Governance Committees meets applicable rules and regulations regarding “independence” and that each such member is free of any relationship that would interfere with his or her individual exercise of independent judgment with regard to the Company.

Audit Committee

The Audit Committee of the Board of Directors oversees the quality and integrity of the Company’s financial statements and other financial information provided to the Company’s stockholders, the retention and performance of the Company’s independent accountants, the effectiveness of the Company’s internal controls and disclosure controls, and the Company’s compliance with ethics policies and SEC and related regulatory requirements. Pursuant to the Audit Committee charter, the functions of the Audit Committee include, among other things: (1) 

Our Audit Committee charter can be found in the corporate governance section of our corporate website at www.regenxbio.com.

Three directors comprisedcurrently comprise the Audit Committee as of December 31, 2015:Committee: Mr. BesharMigausky (the ChairmanChair of the Audit Committee), Ms. Zachary and Dr. Stump and Ms. Samuels.Stump. The Audit Committee met four times during 2015. Effective October 14, 2015, Dr. Stump became a member of the Audit Committee and Mr. Hayden resigned as a member of the Audit Committee.2022.

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All members of our Audit Committee meet the requirements for financial literacy under the applicable rules and regulations of the SEC and NASDAQ. OurNasdaq. The Board of Directors has determined that Mr. BesharMigausky is an “audit committee financial expert”expert,” as defined by applicable SEC rules, and has the requisite financial sophistication as defined under the applicable NASDAQ rules and regulations.Nasdaq listing standards.

The Board of Directors annually reviews the NASDAQNasdaq listing standards definition of independence for Audit Committee members and has determined that all members of our Audit Committee are independent (as independence is currently defined in applicable NASDAQNasdaq listing standards and Rule 10A-3 promulgated under the Securities Exchange Act)Act of 1934, as amended (the “Exchange Act").

Compensation Committee

The Compensation Committee of the Board of Directors reviews and approves the design of, assesses the effectiveness of, and administers executive compensation programs for officers and employees, including our equity incentive plans. Pursuant to the Compensation Committee charter, the functions of the Compensation Committee include: (1) include, among other things:

In accordance with NASDAQNasdaq listing standards and our amended and restated Compensation Committee charter, ourthe Board of Directors has granted our Compensation Committee the authority and responsibility to retain or obtain the advice of compensation consultants, legal counsel and other compensation advisers, the authority to fund such advisers, and the responsibility to consider the independence factors specified under applicable law and any additional factors the Compensation Committee deems relevant. Our Compensation Committee charter can be found in the corporate governance section of our website at www.regenxbio.com.

Three directors comprisedcurrently comprise the Compensation Committee of the Board of Directors as of December 31, 2015:Committee: Mr. HaydenTassé (the ChairmanChair of the Compensation Committee), Mr. Beshar and Ms. Samuels.Drs. Glucksmann and Karabelas. The Compensation Committee met threeseven times during 2015.2022.

The Board of Directors has determined that all members of the Compensation Committee are independent (as independence is currently defined in the NASDAQNasdaq listing standards) other than Mr. Hayden. However, we

are permitted to phase-in our compliance with the independent compensation committee requirements set forth in the rules of NASDAQ and the Exchange Act, which would require the compensation committee to be compromised of all independent members within one year of listing. We expect that, within one year of our listing on NASDAQ, Mr. Hayden will have resigned from our compensation committee. At such time, we may appoint an independent director (as determined under the listing standards of NASDAQ and Exchange Act rules) to our compensation committee or have two directors serve on the committee. Our Board of Directors currently expects that Mr. Hayden will qualify as an independent director in accordance with the rules of NASDAQ commencing during the fourth quarter of 2016.. In addition, each of our directors serving on our Compensation Committee satisfies the heightened independence standards for members of a compensation committee under NASDAQNasdaq listing standards, each member of this committeeand is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act,Act.

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Our President and an outside director, as defined pursuant to Section 162(m) of the Internal Revenue Code of 1986, as amended (the Code).

Our Chief Executive OfficerCEO often participates in the Compensation Committee’s meetings. He does not participate in the determination of his own compensation or the compensation of directors. However, Mr. Mills does makeOur President and CEO makes recommendations to the Compensation Committee regarding the amount and form of the compensation of the other executive officers and key employees, and he often participates in the Compensation Committee’s deliberations about their compensation. No other executive officersthe compensation of such individuals. Our Executive Vice President ("EVP"), Chief People Officer and our EVP, Chief Legal Officer also regularly participate in the Compensation Committee’s meetings, but they do not participate in the determination of the amount or form of the compensation of executive officers or directors.

The Compensation Committee has retained Radford, aWillis Towers Watson as its independent compensation consulting firm,consultant since May 2015.April 2019. In February 2016, Radford presented a new executiveconnection with the 2022 compensation report topaid by the Compensation Committee. RadfordCompany, Willis Towers Watson provided the Compensation Committee with data about the compensation paid by our peer group of companies, as described below, and other employers who compete with the Company for executives, updated the Compensation Committee on new developments in areas that fall within the Compensation Committee’s jurisdiction and was available to advise the Compensation Committee regarding all of its responsibilities. The compensation consultant serves at the pleasure of the Compensation Committee rather than the Company, and the consultant’s fees are approved by the Compensation Committee. In February 2016, ourThe Compensation Committee assessed the independence of RadfordWillis Towers Watson pursuant to applicable SEC rules and NASDAQNasdaq listing standards and concluded that theWillis Towers Watson was independent under such standards and that their work of Radford hasdid not raisedraise any conflict of interest.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has ever been an officer or employee of the Company. No executive officer of the Company serves as a member of the Board of Directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board of Directors or our Compensation Committee.

Nominating and Corporate Governance Committee

OurThe Nominating and Corporate Governance Committee of the Board identifies, evaluates and recommends nominees to ourthe Board of Directors and committees of ourthe Board, of Directors, conducts searches for appropriate directors, and evaluates the performance of ourthe Board, of Directorsits committees and of individual directors.management against their duties and responsibilities relating to corporate governance. Pursuant to the Nominating and Corporate Governance Committee charter, the functions of the Nominating and Corporate Governance Committee include, among other things: (1) 

Our Nominating and Corporate Governance Committee charter can be found in the corporate governance section of our website at www.regenxbio.com.

ThreeTwo directors comprisedcurrently comprise the Nominating and Corporate Governance Committee as of December 31, 2015:Committee: Dr. KarabelasStump (the ChairmanChair of the Nominating and Corporate Governance Committee), Dr. Engleman and Dr. Stump. Dr. Engleman has informed the Board of Directors that he will not stand for re-election and his term will expire on June 1, 2016 at the Annual Meeting. Following such time, the Nominating and Corporate Governance Committee will be comprised of two directors.Bennett. The Nominating and Corporate Governance Committee met twofour times during 2015.2022.

The Nominating and Corporate Governance Committee believes that candidates for director should have certain minimum qualifications, including being able to read and understand basic financial statements and having a general understanding of the Company’s industry. The Nominating and Corporate Governance Committee also considers other factors it deems appropriate, including, but not limited to:

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In conducting this assessment, the committeeNominating and Corporate Governance Committee also considers diversity, age, skills, and such other factors as it deems appropriate given the then-current needs of the Board of Directors and the Company, to maintain a balance of knowledge, experience and capability. While diversity and variety of experiences and viewpoints represented on the Board of Directors should always be considered, the Nominating and Corporate Governance Committee believes that a director nominee should not be chosen nor excluded solely or largely because of race, color, gender, national origin or sexual orientation or identity.

In the case of incumbent directors whose terms of office are set to expire, the Nominating and Corporate Governance Committee reviews such directors’ overall service to the Company during their term, including the number of meetings attended, level of participation, quality of performance, and any other relationships and transactions that might impair such directors’ independence.

We believe that each of our directors brings a strong background and set of skills to our Board, giving the Board, as a whole, an appropriate balance of diversity, knowledge, experience, attributes, skills and expertise. In addition, seven of our nine directors are independent under Nasdaq standards (Mr. Mills, our President and CEO, and Mr. Fox being the exceptions) and our Nominating and Corporate Governance Committee believes that all nine directors are independent of the influence of any particular stockholder or group of stockholders whose interests may diverge from the interests of our stockholders as a whole. We believe that our directors have a broad range of personal characteristics including leadership, management, pharmaceutical, gene therapy business, marketing and financial experience and abilities to act with ethics and integrity, with sound judgment and collegially, to consider strategic proposals, to assist with the development of our strategic plan and oversee its implementation, to oversee our risk management efforts and executive compensation and to provide leadership, to commit the requisite time for preparation and attendance at Board and committee meetings and to provide required expertise on Board committees.

In evaluating director candidates, our Nominating and Corporate Governance Committee has reviewed the experience, qualifications, attributes and skills of our directors and nominees, including those identified in the biographical information set forth above in the section entitled “Election of Directors.” The Nominating and Corporate Governance Committee believes that the members of the Board offer insightful and creative views and solutions with respect to issues facing the Company. In addition, the Nominating and Corporate Governance Committee also believes that the members of the Board function well together as a group. The Nominating and Corporate Governance Committee believes that the above-mentioned attributes and qualifications, along with the leadership skills and other experiences of the members of the Board described in further detail above under the section entitled “Election of Directors,” provide the Company with the perspectives and judgment necessary to guide the Company’s strategies and monitor their execution.

When there is a vacancy on the Board, of Directors, the Nominating and Corporate Governance Committee uses its network of contacts to compile a list of potential candidates, but may also engage, if it deems it appropriate, a professional search firm. The Nominating and Corporate Governance Committee conducts any appropriate and necessary inquiries into the backgrounds and qualifications of possible candidates after considering the function and needs of the Board of Directors.Board. The Nominating and Corporate Governance Committee meets to discuss and consider such candidates’ qualifications and then selects a nominee for recommendation to the Board of Directors by majority vote.

Director Qualifications and Diversity

The Board believes that it is important that its members represent diverse viewpoints, with a broad array of experiences, professions, skills and backgrounds that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. The attributes required of Board members, as a whole, may include (i) various and relevant career experience, (ii) relevant skills, such as an understanding of our business and industry, (iii)

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financial expertise, including the ability to read and understand basic financial statements, (iv) diversity (including, but not limited to, race, ethnicity, national origin, gender, and LGBTQ+ status) and (v) local and community ties.

The Board believes that gender diversity and racial and ethnic diversity are important in providing diverse viewpoints. Our commitment to that belief is reflected in the composition of our Board, with three of the past four new members elected by the Board, being women. The Company considers diversity more broadly than is defined in Nasdaq standards. The Company and the Board are committed to continue seeking director candidates who would further increase the Board’s diversity, including in our current active search for a new member where diversity is a key search criteria. That commitment is reflected in the Director Nomination Policy included in our Nominating and Corporate Governance Committee's charter. The Company continues to seek highly qualified candidates including those who belong to underrepresented populations. For further details, please refer to the following matrices:

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Board Renewal

The Board believes it is important to have experienced directors with a deep understanding of the Company’s business as well as newer directors who bring fresh perspectives to the Board. In its efforts to identify potential director candidates, the Board and the Nominating and Corporate Governance Committee consider the input from the directors’ self-evaluation process to identify the backgrounds and expertise that are desired and the future needs of the Board in light of anticipated director retirements or resignations. The Board’s ongoing assessment of its collective skills, experience and expertise resulted in the recruitment of four new independent directors within the past five years.

Our recruiting process typically involves either engaging a search firm or having a member of the Board or the Nominating and Corporate Governance Committee contact a prospect to gauge the prospect’s interest and availability. A candidate will then meet with several members of the Board and then meet with members of the Company’s management as appropriate. At the same time, the Board or the Nominating and Corporate Governance Committee and the search firm will contact references for the prospect. A background check is completed before a final recommendation is made to the Board to appoint a candidate to the Board. No search firm was involved in the recruitment of Jennifer Zachary as a new independent director in 2022.

Meetings of the Board

The Board met five times during 2022. Each director attended 75% or more of the aggregate of the meetings of the Board and of the committees on which he or she served, held during the period for which he or she was a director or committee member.

Directors are encouraged, but not required, to attend our annual meetings of stockholders. All of the then-continuing directors attended our 2022 annual meeting of stockholders.

Compensation Committee Interlocks and Insider Participation

None of the members of the Compensation Committee is or has ever been an officer or employee of the Company. No executive officer of the Company serves as a member of the board of directors or compensation committee of any other entity that has one or more executive officers serving as a member of our Board or our Compensation Committee.

Performance Evaluations of the Board of Directors and its Committees

In accordance with our corporate governance guidelines and the Nominating and Corporate Governance Committee charter, the Board, with the assistance of the Nominating and Corporate Governance Committee, evaluates the performance of the Board, its committees and each individual director on an annual basis. Each member of the Board conducts an annual self-evaluation for the purpose of determining whether the Board and its committees are functioning effectively. As part of this process, each director considers the effectiveness of the Board and each committee on which the director serves. The results of the evaluations are discussed at subsequent meetings of the Board and its committees.

Director Nominations

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders and evaluate them using the same criteria as candidates identified by the Board of Directors or the Nominating and Corporate Governance Committee.

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The Nominating and Corporate Governance Committee for consideration. If a stockholdermay also take into consideration the number of shares of the Company wishes toCompany’s common stock held by the recommending stockholder and the length of time that those shares have been held. To recommend a director candidate for consideration by the Nominating and Corporate Governance Committee, the

a stockholder must submit the recommendation should be deliveredin writing to the Corporate SecretaryCompany, including the following information:

Recommendations and the information described above should be sent to our Corporate Secretary at REGENXBIO Inc., 9804 Medical Center Drive, Rockville, Maryland 20850, Attention: Corporate Secretary.

Once a person has been identified by the Nominating and Corporate Governance Committee as a potential director candidate, the Nominating and Corporate Governance Committee may: collect and review publicly available information regarding the person to assess whether the person should be considered further; request additional information from the interests of our stockholders as a whole. We believe that our directors have a broad range of personal characteristics including leadership, management, pharmaceutical, gene therapy business, marketingcandidate and financial experiencethe proposing stockholder; contact references or other persons to assess the candidate; and abilities to act with integrity, with sound judgment and collegially, to consider strategic proposals, to assistconduct one or more interviews with the developmentcandidate. The Nominating and Corporate Governance Committee may consider that candidate in light of our strategic planinformation regarding any other candidates that the Nominating and oversee its implementation, to oversee our risk management efforts and executive compensation and to provide leadership, to commit the requisiteCorporate Governance Committee may be evaluating at that time, for preparation and attendance at board and committee meetings and to provide required expertiseas well as any relevant director search criteria. The evaluation process generally does not vary based on our board committees. As describedwhether or not a candidate is recommended by a stockholder; however, as stated above, the Nominating and Corporate Governance Committee recommends new membersmay take into consideration the number of our Boardshares held by the recommending stockholder and the length of Directors for their directorships. In evaluating such directors, our Nominating and Corporate Governance Committee has reviewed the experience, qualifications, attributes and skills of our directors and nominees, includingtime that those identified in the biographical information set forth above in the section entitled “Election of Directors.” The Nominating and Corporate Governance Committee believes that the members of our Board of Directors offer insightful and creative views and solutions with respect to issues facing the Company. shares have been held.

In addition to recommending director candidates to the Nominating and Corporate Governance Committee, stockholders may also believes that the members of our Board of Directors function well together as a group. The Nominating and Corporate Governance Committee believes that the above-mentioned attributes and qualifications, along with the leadership skills and other experiences of the members ofnominate candidates for election to the Board at an annual meeting of Directors described in further detail above understockholders. For more information, see “Questions and Answers About the section entitled “ElectionProxy Materials and Voting—May I propose actions for consideration at next year’s annual meeting of Directors,” provide the Company with the perspectives and judgment necessarystockholders or nominate individuals to guide the Company’s strategies and monitor their execution.serve as directors?”

Disclosure Committee and Committee Charter

We have a Disclosure Committee and Disclosure Committee charter. Our Disclosure Committee is comprised of our Chief Executive Officer; Chief Financial Officer; Chief Medical Officer; General Counsel; and certain other senior-level executive officers. Our General Counsel serves as the chair of the Disclosure Committee. The purpose of the Disclosure Committee is to provide assistance to the Chief Executive Officer and the Chief Financial Officer in fulfilling their responsibilities regarding the identification and disclosure of material information about us, and the accuracy, completeness and timeliness of our financial reports. Our Disclosure Committee meets at least once per quarter.

Separation of CEO and Chairman of the Board and Chief Executive Officer Roles

OurThe Board of Directors separates the positions of Chairman of the Board and Chief Executive Officer.CEO. Separating these positions allows our Chief Executive OfficerCEO to focus on our day-to-day business, while

allowing the Chairman of the Board to lead the Board of Directors in its fundamental role of providing advice to and independent oversight of management. The Board of Directors recognizes the time, effort, and energy that the Chief Executive OfficerCEO is required to devote to his position in the current business environment, as well as the commitment required to serve as our Chairman of the Board, particularly as the Board of Directors’Board’s oversight responsibilities continue to grow. We believe that having separate positions and having an outside director serve as Chairman of the Board is the appropriate leadership structure for the Company at this time.

MeetingsLead Independent Director

As the Chairman of the Board is not an independent director, the Board has appointed a Lead Independent Director to provide leadership for our independent directors. The Lead Independent Director has a clearly defined set of Directors

Ourresponsibilities and provides significant independent Board leadership. Dr. Karabelas has served as our Lead Independent Director since July 1, 2020. During Dr. Karabelas’s nearly eight years of Directors met 13 times during 2015. Each director attended 75% or moreservice on our Board, he has consistently demonstrated strong leadership skills in addition to his strong knowledge of strategic and regulatory issues. The independent directors of the aggregateBoard are confident in Dr. Karabelas’s ability to continue to serve as Lead Independent Director.

The position of Lead Independent Director has a clear mandate, significant authority and well-defined responsibilities under our corporate governance guidelines. These responsibilities include:

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We have implemented whistleblower procedures that establish formal protocols for receiving and handling complaints from employees. Any concerns regarding accounting or audit matters reported under these procedures will be communicated promptly to the Audit Committee. The whistleblower policy is posted in the corporate governance section of our website at www.regenxbio.com.

Risk Oversight

OurThe Board of Directors has responsibility for the oversight of the company’sCompany’s risk management processes and, either as a whole or through its committees, regularly discusses with management our major risk exposures, their potential impact on our business and the steps we take to manage them. The risk oversight process includes ourthe Board of Directors receiving regular reports from boardBoard committees and members of senior management to enable ourthe Board of Directors to understand and evaluate the company’sCompany’s risk identification, risk management and risk mitigation strategies with respect to areas of potential material risk, including operations, finance, legal, regulatory, strategic, reputational, information and reputational risk.cyber security, human capital, environmental and social risk, as well as risks relating to the COVID-19 pandemic. The oversight of risk within the Company is an evolving process requiring the Company to continually look for opportunities to further embed systematic enterprise risk management into ongoing business processes within the Company.

The Audit Committee reviewsBoard is responsible for overseeing information security risk, and management reports to the Board regarding liquidityour assessment of information security risk, among other risks we face, on a periodic basis. Management monitors our information security systems to identify and operations,mitigate any related risks, and overseeswe do not believe we have experienced any material cyber breaches. We maintain cybersecurity insurance coverage and we continue to invest in data protection and information technology, including providing an information security training and compliance program to our management of financial risks.employees. Periodically, the Audit Committee reviews our policies with respect to risk assessment, risk management, loss prevention and regulatory compliance. The Audit Committee reviews information regarding liquidity and operations, and oversees our management of financial risks. Oversight by the Audit Committee includes direct communication with our external auditors,auditor, and discussions with management regarding significant risk exposures and the actions management has taken to limit, monitor or control such exposures. The Compensation Committee is responsible for assessing whether any of our compensation policies or programs has the potential to encourage excessive risk-taking.risk-taking and conducts a compensation risk assessment on an annual basis. The Nominating and Corporate Governance Committee manages risks associated with the independence of the Board, of Directors, corporate disclosuregovernance practices, and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed through committee reports about such risks. Matters of significant strategic risk are considered by ourthe Board of Directors as a whole.

DIRECTOR COMPENSATIONCommunications with the Board

DuringThe Board is interested in receiving communications from stockholders and other interested parties. These parties may contact any member of the Board or any committee of the Board, the non-employee directors as a group or the chairperson of any committee. In addition, the Audit Committee is interested in receiving communications from employees and other interested parties regarding accounting, internal controls or auditing matters. Any such correspondence should be addressed to the appropriate person or persons, either by name or title, and sent to our fiscal year ended December 31, 2015, we paid cash feesCorporate Secretary at REGENXBIO Inc., 9804 Medical Center Drive, Rockville, Maryland 20850, Attention: Corporate Secretary. The Corporate Secretary will review all such communications, but may, in his or her sole discretion, disregard any communication that he or she believes is not related to the duties and granted options to purchase sharesresponsibilities of the Board. If deemed an appropriate communication, the Corporate Secretary will share the communication with the applicable director or directors.

Following our 2022 annual meeting, as part of our off-season stockholder engagement efforts, our leadership team reached out to engage with 14 stockholders representing approximately 54% of our outstanding common stock to discuss the progress of our clinical trials, our business strategy, our financial performance and strategic initiatives and our corporate governance. We also provided these stockholders with an overview of the overall state of the AAV gene therapy industry.

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DIRECTOR COMPENSATION

Our Board determines the compensation of our non-employee directors who servedin conjunction with recommendations made by the Compensation Committee. We use a combination of cash and share-based compensation to attract and retain qualified candidates to serve on our Board of Directors. A non-employee director is a director who is not employed by us and who does not receive compensation from us (other than for services as a director) or have a business relationship with us that would require disclosure under certain SEC rules.the Board. Kenneth T. Mills, our presidentPresident and chief executive officerCEO and a member of ourthe Board, of Directors, did not receive any compensation from us during our fiscal year ended December 31, 20152022 for his service as a director and is not included in the table2022 Director Compensation Table below.

Fees Earned or Paid in Cash

As of December 31, 2015, the following non-employee directors held outstanding options to purchase shares of our common stock: Mr. Hayden (475,475 shares); Mr. Beshar (89,375 shares); Dr. Karabelas (49,375 shares); Dr. Engleman (25,000 shares); Mr. Fox (25,000 shares); Ms. Samuels (25,000 shares) and Dr. Stump (25,000 shares).

Non-Employee Director Compensation

Our Board of Directors, upon the recommendation of our Compensation Committee, adopted a compensation program for non-employee directors, in August 2015. Pursuant to the program, each member of our Board of Directors who is not our employee will receive the following cash compensation for board services, as applicable:

Each of the above isapplicable, paid in quarterly installments in arrears.arrears:

Non-employee members

In addition to the cash compensation described above, each member of the Board who served on the Audit Committee, Compensation Committee or Nominating and Corporate Governance Committee received additional cash compensation as follows, paid in quarterly installments in arrears:

The annual cash compensation to our directors is pro-rated for any partial year of service on our Board or as a committee chair or committee member.

Equity Awards

The Company seeks to maintain competitive executive compensation in order to attract the most qualified candidates. In consultation with the Company’s independent compensation consultants and after a review of Directorspeer company director compensation the Company has updated its non-employee equity awards as follows:

Non-employee directors receive automatic grantsan annual equity award grant with an aggregate value of $275,000. Of this amount, 75% is in the form of non-statutory stock options under our 2015 Equity Incentive Plan. Each non-employee director upon joining our Boardand 25% of Directors will automatically be granted a non-statutorythe value is in the form of restricted stock option to purchase 25,000 shares of our common stock with anunits ("RSUs"). The exercise price per share price for each option is equal to the fair market value of our common stock on the grant date. Each of theseThe options will vest in equal monthly installments over the 3612 months following the grant date, of the grant, and each provides forwith immediate full accelerationvesting in the event of a change ofin control.

In addition, The RSUs vest in full on the datefirst anniversary of each annual meetingthe first day of our stockholders, eachthe month in which the RSUs were granted, with immediate full vesting in the event of a change in control.

Each newly appointed non-employee director will automatically be granted areceives an initial equity award grant with an aggregate value of $550,000, of which 75% of the value is in the form of non-statutory stock optionoptions and 25% of the value is in the form of RSUs, in each case rounded down to purchase 12,500 shares of our common stock with anthe nearest whole share. The exercise price per share for each option is equal to the fair market value of our common stock on the grant date. A non-employee director who receives an initial award will not receive the additional annual award in the same calendar year. The annual grantsoptions vest in equal monthly installments over the 1236 months following the grant date, of the grant, and each provides forwith immediate full accelerationvesting in the event of a change in control. The RSUs vest over a three-year period, with one-third of the aggregate number of shares subject to the RSU award vesting on each of the first, second and third anniversaries of the first day of the month in which the RSUs were granted, with immediate full vesting in the event of a change in control.

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Other Compensation

We will also continue to reimburse our non-employee directors for their reasonable out-of-pocket expenses incurred in attending boardBoard and committee meetings. We also provide customary director and officer insurance for all directors.

Pursuant2022 Director Compensation Table

The following table sets forth a summary of the compensation we paid to our non-employee directors in 2022:

As of December 31, 2022, our Board of Directors. In consideration of such services, we agreed to pay Mr. Hayden an annual fee of $40,000. Pursuant to his letter agreement, we issued Mr. Hayden an optionnon-employee directors held the following unvested RSUs and outstanding options to purchase 6,420,000 Class B Preferred Units of our predecessor limited liability company. In connection with our conversion to a C-corporation in September 2014, Mr. Hayden’s Class B Preferred Units were cancelled and Mr. Hayden received an option to purchase 354,100 shares of our common stock. We terminated the letter agreement with Mr. Hayden upon completion of our initial public offering in September 2015 (the IPO), and Mr. Hayden is compensated in accordance with the provisions of our compensation program for non-employee directors.

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PROPOSAL 22:

RATIFICATION OF SELECTIONAPPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS OUR

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016

The Audit Committee of ourthe Board of Directors has selected PricewaterhouseCoopers LLP, anPwC as our independent registered public accounting firm asto perform the audit of our independent auditorsfinancial statements for the year ending December 31, 2016,2023, and has further directed that management submit thethis selection of independent auditors for ratification by our stockholders at the Annual Meeting. PricewaterhouseCoopers LLPPwC has auditedserved as our financial statements for the years ended December 31, 2015, 2014 and 2013.independent registered public accounting firm since 2015. Representatives of PricewaterhouseCoopers LLPPwC are expected to be present at the Annual Meeting. They will have an opportunity to make a statement if they so desire and will be available to respond to appropriate questions.

The Audit Committee believes that the continued retention of PwC is in the best interests of the Company and our stockholders. As provided in the Audit Committee charter, the Audit Committee is directly responsible for the appointment, retention, compensation and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. The Audit Committee annually reviews the independent registered public accounting firm’s independence, including reviewing all relationships between the independent registered public accounting firm and us and any disclosed relationships or services that may impact the performance, objectivity or independence of the independent registered public accounting firm.

In determining whether to reappoint PwC as the Company’s independent registered public accounting firm, the Audit Committee took into consideration a number of factors, including the length of time the firm has been engaged, the quality of the Audit Committee’s ongoing discussions with PwC, an assessment of the professional qualifications and past performance of PwC and the potential impact of changing independent registered public accounting firms. Through its experience with the Company, PwC has gained institutional knowledge and expertise regarding the Company’s operations, accounting policies and practices and internal control over financial reporting. The Audit Committee believes that appointing a new independent registered accounting firm would require a significant time commitment that could interfere with management’s focus on financial reporting and internal controls.

Neither our amended and restated bylawsBylaws nor other governing documents or laws require stockholder ratification of the selection of PricewaterhouseCoopers LLPPwC as our independent registered public accounting firm. However, the Audit Committee of the Board of Directors is submitting the selection of PricewaterhouseCoopers LLPPwC to the stockholders for ratification as a matter of good corporate practice. If the stockholders fail to ratify the selection, the Audit Committee of the Board of Directors will reconsider whether or not to retain PricewaterhouseCoopers LLP.PwC. Even if the selection is ratified, the Audit Committee of our Board of Directors in its discretion may direct the appointment of a different independent auditorsregistered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and our stockholders.

Vote Required

In order for Proposal 2 to pass, holdersthe number of a majorityvotes cast “For” Proposal 2 must exceed the number of all those outstanding shares present in person, or represented by proxy, andvotes cast either affirmatively or negatively at the Annual Meeting must vote “FOR”against Proposal 2. Abstentions and broker non-votes will be counted towards a quorum; however, they will not be counted either “FOR”“For” or “AGAINST”“Against” the proposal and will have no effect on the proposal. BecauseWe do not expect to receive broker non-votes on this proposal because the ratification of the appointment of the independent registered public accounting firm is a matter on which a bank, brokerbanks, brokers or other nominee isnominees are generally empowered to vote no broker non-votes are expected to exist in connection with this matter.any shares for which a beneficial owner does not provide voting instructions.

Independent Registered Public Accounting Firm’s Fees

The following table represents aggregate fees billed to REGENXBIOthe Company for the years ended December 31, 20152022 and December 31, 2014,2021, by PricewaterhouseCoopers LLP,PwC, our principal accountant.independent registered public accounting firm:

Audit Fees

Audit fees consist of aggregate fees billed or incurred by PwC for professional services rendered in connection with the annual audit of our financial statements, including internal control attestations, quarterly review procedures, consents issued for our registration statements and securities offerings.

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Tax Fees

Tax fees consist of fees for tax planning services.

All Other Fees

All other fees consist of license fees billed or incurred by PwC for access to its proprietary disclosure checklist software platform.

All audit fees and other fees described above were pre-approved by the Audit Committee in accordance with applicable SEC requirements.

Pre-Approval Policies and Procedures

The Audit Committee’s policy is to pre-approve all audit and permissible non-audit services rendered by PricewaterhouseCoopers LLP,PwC, our independent registered public accounting firm. The Audit Committee can pre-approve specified services in defined categories of audit services, audit-related services, tax services and taxall other services up to specified amounts, as part of the Audit Committee’s approval of the scope of the engagement of PricewaterhouseCoopers LLPPwC or on an individual case-by-case basis before PricewaterhouseCoopers LLPPwC is engaged to provide a service.

Recommendation of the Board

The Audit Committee has determined thatBoard unanimously recommends a vote “For” the renderingratification of tax-related services by PricewaterhouseCoopers LLP is compatible with maintaining the principal accountant’s independenceappointment of PwC as our independent registered public accounting firm for audit purposes. PricewaterhouseCoopers LLP has not been engaged to perform any non-audit services.the year ending December 31, 2023.

YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS YOU “FOR” VOTE FOR THE RATIFICATION OF PRICEWATERHOUSECOOPERS LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2016

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REPORT OF THE

AUDIT COMMITTEE¹ REPORT

The Audit Committee of the Board is composed entirely of Directors consisted on December 31, 2015 of the three non-employee directors named below.independent directors. The Board of Directors annually reviews the NASDAQNasdaq listing standards’ definition of independence for Audit Committee members (including the requirements of Rule 10A-3 promulgated under the Securities Exchange Act of 1934, as amended)Act) and has determined that each member of the Audit Committee meets that standard. Mr. BesharGeorge Migausky serves as an audit committee financial expert in accordance with applicable SEC regulations.

The principal purpose of the Audit Committee is to assist the Board of Directors in fulfilling its general oversight of ourresponsibilities relating to the Company’s financial accounting, internal controls, reporting and financial reporting processes and audits of our financial statements.compliance. The Audit Committee is responsible for selecting and engaging ourthe Company’s independent auditor and approving the audit and non-audit services to be provided by the independent auditor. The Audit Committee’s function is more fully described in its charter, which the Board of Directors has adopted and which the Audit Committee reviews and approves on an annual basis.

Our

The Company’s management is responsible for preparing ourthe Company’s financial statements and ourfor the Company’s financial reporting process. PricewaterhouseCoopers LLP, ourprocess, including the Company’s internal control over financial reporting and disclosure controls and procedures. The Company’s independent registered public accounting firm, PwC, is responsible for performing an independent integrated audit of ourthe Company’s financial statements and expressing an opinion on the conformity of those financial statements with accounting principles generally accepted in the United States and attesting tofor auditing the effectiveness of ourthe Company’s internal control over financial reporting.reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

The Audit Committee has also reviewed and discussed with PricewaterhouseCoopers LLPthe Company’s management and PwC the audited financial statements in ourthe Annual Report on Form 10-K for the year ended December 31, 2015 (the 10-K).Report. In addition, the Audit Committee discussed with PricewaterhouseCoopers LLPPwC those matters required to be discussed by Statementthe applicable requirements of Accounting Standards 114, as modified, as adopted by the Public Company Accounting Oversight Board or “PCAOB,” in Rule 3200T(“PCAOB”) and by PCAOB Auditing Standard No. 16, Communications with Audit Committees, as may be further modified or supplemented. Additionally, PricewaterhouseCoopers LLPthe SEC, including the scope and results of PwC’s audits, the Company’s critical accounting policies and estimates, new accounting guidance and the critical audit matter addressed during the audit. PwC provided to the Audit Committee with the written disclosures and the letter required by applicable requirements of the PCAOB Rule 3526 “Communicationregarding PwC’s communications with Audit Committees concerning independence” as adopted by the Public Company Accounting Oversight Board. The Audit Committee alsoregarding PwC’s independence and the Audit Committee and PwC discussed with PricewaterhouseCoopers LLP itsPwC’s independence from the Company. PwC had full access to the Audit Committee.

Based upon the review and discussions described above, the Audit Committee recommended to the Board of Directors that the audited financial statements be included in the 10-KAnnual Report for filing with the United States Securities and Exchange Commission. We haveSEC. The Audit Committee has selected PricewaterhouseCoopers LLPPwC as the Company’s independent registered public accounting firm for the year ended December 31, 2016,2023, and have approved submitting the selectionhas submitted its appointment of the independent registered public accounting firmPwC for ratification by the Company’s stockholders.

Submitted by the following members

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PROPOSAL 3:

ADVISORY VOTE ON EXECUTIVE COMPENSATION

In accordance with Section 14A of the Audit Committee:

Luke M. Beshar, Chairman

David C. Stump, M.D.

Camille Samuels

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information known to us regarding beneficial ownership of our common stock as of April 7, 2016 by: