2 nominees · 5 ballot items.
Election of two Class III directors; ratification of Ernst & Young LLP as auditor; advisory approval of named executive officer compensation (Say-on-Pay); approval to reduce exercise price of certain outstanding stock options; approval to increase shares reserved under the Amended and Restated 2014 Equity Incentive Award Plan by 7,700,000 shares.
To elect two Class III directors (Dennis M. Lanfear and Mats L. Wahlström) to hold office until the 2029 Annual Meeting or until their successors are elected.
To ratify the Audit Committee’s selection of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
A non-binding advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement.
To approve a one-time repricing reducing the exercise price of Eligible Options (options with exercise price $5.00 or more, granted 2016–2023) to the closing price on the date of the Annual Meeting and extending their term by 10 years, subject to conditions.
To approve an amendment to increase the maximum number of shares reserved under the 2014 Plan by 7,700,000 shares.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 3.5% | 5,452,762 | $9M |
| 2 | BlackRock, Inc. | 2.8% | 4,257,455 | $7M |
| 3 | BlackRock, Inc. | 2.4% | 3,696,021 | $6M |
| 4 | Samsara BioCapital, LLC | 2.2% | 3,428,571 | $6M |
| 5 | Kohlberg Kravis Roberts Co. L.P. | 2.0% | 3,036,076 | $5M |
| 6 | GEODE CAPITAL MANAGEMENT, LLC | 1.7% | 2,632,303 | $4M |
| 7 | STATE STREET CORP | 1.5% | 2,325,859 | $4M |
| 8 | TWO SIGMA INVESTMENTS, LP | 1.5% | 2,302,001 | $4M |
| 9 | Alyeska Investment Group, L.P. | 1.5% | 2,250,000 | $4M |
| 10 | CM Management, LLC | 1.4% | 2,100,000 | $4M |
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