2 nominees · 3 ballot items.
Election of two Class I directors; advisory (non-binding) approval of executive compensation (say-on-pay); ratification of Ernst & Young LLP as independent registered public accounting firm for 2026.
Elect two Class I directors (Bernadette Connaughton and Matthew L. Posard) to serve three-year terms until 2029.
Non-binding advisory approval of the compensation of the Named Executive Officers as disclosed in the proxy statement.
This management proposal seeks a non-binding advisory approval of the Company’s executive compensation program as disclosed in the proxy statement (CD&A, tables, and narrative). Management is asking shareholders to endorse its compensation practices, which emphasize alignment between executive pay and long-term stockholder value via a mix of base salary, annual cash incentives tied to corporate performance metrics, and long-term equity incentives heavily weighted to performance-vesting PSUs and stock options. The Board recommends a FOR vote, citing strong 2025 financial results, robust governance practices (clawback policy, no single-trigger CIC payouts, stock ownership guidelines), and significant stockholder support in prior say-on-pay votes. A FOR vote is non-binding but signals shareholder support; a substantial vote against could prompt the Board and Compensation Committee to engage with stockholders and consider changes.
Ratify Ernst & Young LLP as Halozyme’s independent registered public accounting firm for fiscal year ending December 31, 2026.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 6.94% | 8,229,039 | $532M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.44% | 5,271,218 | $341M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.43% | 5,249,206 | $339M |
| 4 | STATE STREET CORP | 4.16% | 4,937,854 | $319M |
| 5 | BlackRock, Inc. | 2.96% | 3,512,989 | $227M |
| 6 | WILLIAM BLAIR INVESTMENT MANAGEMENT, LLC | 2.13% | 2,525,975 | $163M |
| 7 | Boston Partners | 2.10% | 2,490,929 | $161M |
| 8 | Invesco Ltd. | 1.99% | 2,357,997 | $152M |
| 9 | SNYDER CAPITAL MANAGEMENT L P | 1.96% | 2,323,077 | $150M |
| 10 | GEODE CAPITAL MANAGEMENT, LLC | 1.75% | 2,073,937 | $134M |
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