3 nominees · 3 ballot items.
Election of three Class I directors; advisory approval of named executive officer compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent auditors; and transacting any other business properly before the meeting.
Elect three Class I directors (Stuart A. Arbuckle, Yvonne L. Greenstreet, M.D., and Elliott Sigal, M.D., Ph.D.) to serve until 2029.
Non-binding advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote to approve the disclosed compensation of the named executive officers (NEOs). Management seeks approval to reaffirm its executive compensation approach, which emphasizes pay-for-performance, a high percentage of at-risk compensation, and alignment with long-term stockholder value via PSUs, RSUs and options, as described in the Compensation Discussion and Analysis. The board and the People, Culture and Compensation (PC&C) Committee recommend a vote FOR, citing strong stockholder engagement, substantial performance-based elements (e.g., PSUs and AIP payouts tied to corporate goals), and governance controls such as clawback, anti-hedging, and stock ownership guidelines. The proposal is purely advisory and not binding; however, the board commits to consider the vote results when making future compensation decisions. Key contextual factors include the company’s 2025 operational and commercial milestones—FDA approval and launch of AMVUTTRA in ATTR-CM, revenue growth and profitability in 2025—and the board’s view that recent special awards (e.g., CEO PSU and special RSUs) were necessary to retain leadership during a critical growth phase. Investors evaluating the proposal should weigh the governance safeguards and pay-for-performance design against the size and discretion in special awards and change-in-control protections that could lead to significant payouts in certain scenarios.
Ratify the appointment of PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | Capital World Investors | 8.09% | 10,802,348 | $3.6B |
| 2 | FMR LLC | 7.74% | 10,336,958 | $3.4B |
| 3 | Capital Research Global Investors | 7.09% | 9,471,181 | $3.1B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.86% | 6,491,280 | $2.1B |
| 5 | VANGUARD CAPITAL MANAGEMENT LLC | 4.45% | 5,946,706 | $2.0B |
| 6 | T. Rowe Price Investment Management, Inc. | 3.89% | 5,193,324 | $1.7B |
| 7 | JPMORGAN CHASE CO | 3.75% | 5,008,772 | $1.6B |
| 8 | BlackRock, Inc. | 2.89% | 3,863,938 | $1.3B |
| 9 | STATE STREET CORP | 2.49% | 3,322,698 | $1.1B |
| 10 | BlackRock, Inc. | 2.45% | 3,267,436 | $1.1B |
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