Independent
Tenure on this board
4.4 yrs
2 nominees · 3 ballot items.
Elect two Class II directors; ratify Deloitte & Touche LLP as independent auditors; approve, on a non-binding advisory basis, executive compensation (Say-on-Pay).
Elect two Class II directors (George Mclean Milne Jr., Ph.D. and Paul Fonteyne) to serve three-year terms until the 2029 annual meeting.
Ratify the appointment of Deloitte & Touche LLP as the company’s independent registered public accounting firm for fiscal year ending December 31, 2026.
Proposal asks stockholders to ratify Deloitte as independent auditors for fiscal 2026. Management is submitting the matter as good governance although the audit committee selects auditors independently; ratification is advisory and would not prevent the audit committee from changing auditors. The filing discloses Deloitte’s audit fees for 2025 and 2024 and confirms the audit committee’s pre-approval policies for audit and non-audit services to safeguard auditor independence.
Approve, on a non-binding advisory basis, the compensation of the company’s named executive officers as disclosed in the proxy statement.
Proposal is an advisory Say-on-Pay vote asking shareholders to approve executive compensation disclosure and approach. Management states compensation is designed to attract, retain and align executives with stockholder interests, with performance-based elements (PSUs tied to avexitide milestones) and no excessive-risk features like hedging or single-trigger change-in-control payments. The board emphasizes it will consider the advisory vote outcome in future compensation decisions; the company previously received ~58% support in 2025 and engaged with shareholders following that result.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | FMR LLC | 13.03% | 14,484,509 | $201M |
| 2 | PERCEPTIVE ADVISORS LLC | 7.45% | 8,284,882 | $115M |
| 3 | TCG Crossover Management, LLC | 5.62% | 6,243,812 | $87M |
| 4 | Commodore Capital LP | 5.08% | 5,650,000 | $79M |
| 5 | JANUS HENDERSON GROUP PLC | 4.45% | 4,947,473 | $69M |
| 6 | BlackRock, Inc. | 4.06% | 4,510,947 | $63M |
| 7 | Saturn V Capital Management LP | 3.91% | 4,349,885 | $60M |
| 8 | VANGUARD CAPITAL MANAGEMENT LLC | 3.72% | 4,141,575 | $58M |
| 9 | ADAGE CAPITAL PARTNERS GP, L.L.C. | 3.20% | 3,560,764 | $49M |
| 10 | First Light Asset Management, LLC | 2.87% | 3,190,645 | $44M |
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