Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(e) On August 9, 2022, the shareholders of Wave Life Sciences Ltd. (the "Company") approved an amendment to the Company's 2021 Equity Incentive Plan (the "Amended 2021 Plan") that increases the number of ordinary shares authorized for issuance of awards under the Amended 2021 Plan by 6,000,000 shares.

A detailed summary of the material features of the Amended 2021 Plan is set forth in the Company's definitive proxy statement for its 2022 Annual General Meeting of Shareholders filed with the Securities and Exchange Commission on June 29, 2022 (the "Proxy Statement"). That summary and the foregoing description are qualified in their entirety by reference to the text of the Amended 2021 Plan, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

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

(a) On August 9, 2022, the Company held its 2022 Annual General Meeting of


    Shareholders (the "Annual Meeting"). Of the 86,820,111 ordinary shares issued
    and outstanding and eligible to vote as of the meeting date of August 9,
    2022, a quorum of 74,350,854 ordinary shares, or 85.6%, of the eligible
    shares, was present in person or represented by proxy at the Annual Meeting.

(b) The following actions were taken at the Annual Meeting, all of which are

described in the Proxy Statement. The final voting results for each of the

proposals voted upon at the Annual Meeting are set forth below.

Proposal 1 (a) - (i)- Shareholders re-elected nine of the Company's existing directors to the Board of Directors for a term ending on the Company's 2023 Annual General Meeting of Shareholders and his or her successor is duly elected and qualified, with the final votes cast as follows:



                                                                             Broker
Board of Directors Nominee       For            Against        Abstain      Non-Vote
Paul B. Bolno, M.D., MBA       64,917,424           75,764        5,749     9,351,917
Mark H.N. Corrigan, M.D.       64,873,315          117,858        7,764     9,351,917
Christian Henry                62,407,390        2,576,993       14,554     9,351,917
Peter Kolchinsky, Ph.D.        52,452,041       12,532,947       13,949     9,351,917
Adrian Rawcliffe               63,604,235        1,385,540        9,162     9,351,917
Ken Takanashi                  63,341,573        1,609,840       47,524     9,351,917
Aik Na Tan                     64,871,533           74,473       52,931     9,351,917
Gregory L. Verdine, Ph.D.      64,920,357           73,584        4,996     9,351,917
Heidi L. Wagner, J.D.          63,558,481        1,425,598       14,858     9,351,917

Proposal 2- Shareholders re-appointed KPMG LLP to serve as the Company's independent registered public accounting firm and independent Singapore auditor for the year ending December 31, 2022, and to authorize the Audit Committee of the Board of Directors to fix KPMG LLP's remuneration for services provided through the date of the Company's 2023 Annual General Meeting of Shareholders, with the final votes cast as follows:



                                  Broker
   For       Against   Abstain   Non-Vote
74,324,836   11,072    14,946       0

Proposal 3- Shareholders approved the Company's payment of cash and equity-based compensation to the Company's non-employee directors for their service on the Board of Directors and its committees, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:



                                  Broker
   For       Against   Abstain   Non-Vote
64,862,136   124,798   12,003    9,351,917

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Proposal 4- Shareholders approved the amendment to the Company's 2021 Equity Incentive Plan, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:



                                  Broker
   For       Against   Abstain   Non-Vote
64,823,982   152,596   22,359    9,351,917

Proposal 5- Shareholders approved a general authorization for the directors of the Company to allot and issue ordinary shares of the Company, in the manner and on the basis set forth in the Proxy Statement, with the final votes cast as follows:



                                  Broker
   For       Against   Abstain   Non-Vote
64,848,102   133,598   17,237    9,351,917

Proposal 6- Shareholders approved on a non-binding, advisory basis only, the compensation of our named executive officers, in the manner and on the basis set forth described in the proxy statement, with the final votes cast as follows:



                                     Broker
   For        Against     Abstain   Non-Vote
51,160,648   13,821,016   17,273    9,351,917

Item 9.01 Financial Statements and Exhibits.




(d)  Exhibits

Exhibit
  No.       Description

10.1          Wave Life Sciences Ltd. 2021 Equity Incentive Plan, as amended

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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