Independent
Tenure on this board
4.9 yrs
3 nominees · 6 ballot items.
Election of three Class II directors; Ratification of Deloitte & Touche LLP as auditors; Approval of amendment to certificate of incorporation to exculpate officers from certain fiduciary duty breaches; Approval to adjourn the meeting if needed to solicit additional votes for Proposal 3.
Elect three Class II directors—Andrew Guggenhime, David Johnson, and Nancy Whiting—to serve until the 2029 annual meeting.
Nominees for election as Class II directors: Andrew Guggenhime, David Johnson, Nancy Whiting; elected by plurality vote to serve until the 2029 annual meeting.
Ratify Deloitte & Touche LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.
Approve an amendment to the amended and restated certificate of incorporation to exculpate officers from monetary liability for breaches of fiduciary duty of care to the fullest extent permitted by Delaware law.
Amend the certificate of incorporation to add Article IX providing officer exculpation to the fullest extent permitted by the DGCL.
Approve adjournment of the annual meeting to a later date if necessary to permit further solicitation and voting of proxies in the event there are insufficient votes for Proposal 3 or insufficient shares to establish a quorum.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | PFIZER INC | 4.7% | 4,690,431 | $8M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 3.8% | 3,767,228 | $7M |
| 3 | RENAISSANCE TECHNOLOGIES LLC | 2.6% | 2,590,497 | $5M |
| 4 | Kynam Capital Management, LP | 2.5% | 2,503,302 | $5M |
| 5 | TWO SIGMA INVESTMENTS, LP | 1.8% | 1,759,934 | $3M |
| 6 | BlackRock, Inc. | 1.4% | 1,437,754 | $3M |
| 7 | Aberdeen Group plc | 1.2% | 1,212,541 | $2M |
| 8 | MILLENNIUM MANAGEMENT LLC | 1.1% | 1,074,421 | $2M |
| 9 | BANK OF AMERICA CORP /DE/ | 1.0% | 992,585 | $2M |
| 10 | PFM Health Sciences, LP | 1.0% | 957,787 | $2M |
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