Arvinas Inc

1. 1

   Election of two Class II directors

   ManagementBoard: FOR

   Election of two Class II directors — Leslie V. Norwalk, Esq. and Randy Teel, Ph.D., each to serve a three-year term expiring at the 2029 annual meeting.

2. 2

   Advisory vote on executive compensation (Say-on-Pay

   ManagementBoard: FOR

   Non-binding advisory vote to approve the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables.

   More detail

   This non-binding "say-on-pay" proposal asks shareholders to approve, on an advisory basis, the compensation paid to the company’s named executive officers as disclosed in the proxy statement, including the Compensation Discussion and Analysis and compensation tables. Management seeks this advisory endorsement to validate its pay-for-performance approach, which ties significant compensation to long‑term equity and corporate goal achievement and is intended to align executive incentives with stockholder value creation. The proxy explains the components of pay (base salary, annual cash bonus based on corporate goals, and long‑term equity in Options and RSUs) and describes recent actions by the compensation committee, including annual merit increases, one-time retention awards in 2025, and an annual equity grant mix intended to balance retention and upside. The filing provides important context: a recent VERITAC-2 Phase 3 readout that disappointed investors drove a significant stock-price decline and prompted heightened stockholder engagement; management reports that the 2025 say-on-pay received roughly 75% support and that the board and compensation committee engaged with large institutional holders afterward. In response to stockholder feedback, the company adjusted its practices (reducing 2026 annual equity grant sizes for senior roles, implementing workforce reductions and cost actions, initiating a share repurchase program and committing to continued engagement). The board frames the advisory vote as an important indicator — non-binding but considered when setting future pay — and recommends a FOR vote because it believes the program aligns incentives, supports retention and is consistent with market practices. Risk-mitigation features cited include equity mix (Options plus RSUs), annual bonus calibration tied to corporate goals, clawback policy, independent compensation committee and use of an independent compensation consultant. Given the non-binding nature of the vote, the outcome will not change contractual obligations but will guide future compensation decisions and governance actions by the board and compensation committee.

3. 3

   Ratification of the appointment of Deloitte & Touche LLP as independent registered public accounting firm for fiscal year ending December 31, 2026

   ManagementBoard: FOR

   Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

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When is the Arvinas Inc 2026 annual meeting?

Arvinas Inc (ARVN) holds its 2026 annual shareholder meeting on Wednesday, June 24, 2026.

What is the record date for the Arvinas Inc 2026 meeting?

The record date for the Arvinas Inc 2026 meeting is Monday, April 27, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Arvinas Inc's 2026 meeting?

The board is presenting 2 director nominees at the Arvinas Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Arvinas Inc 2026 meeting?

Shareholders will vote on 3 proposals at the Arvinas Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.