Independent
Tenure on this board
8.8 yrs
4 nominees · 3 ballot items.
Election of four Class III directors; Ratification of Deloitte & Touche LLP as independent auditor; Non-binding advisory vote to approve named executive officer compensation (say-on-pay).
Elect four Class III directors (Andreas Wicki, Geno Germano, Troy Ignelzi, Ron Philip) to serve 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.
This management proposal asks shareholders to ratify the audit committee’s appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the fiscal year ending Dec 31, 2026. Management seeks ratification both as a governance practice and to reassure continuity in auditing — Deloitte has served since 2017 — while reserving the audit committee’s discretion to replace the firm if warranted. The proposal is routine and typically passes; ratification requires a simple majority of votes cast. The board recommends a FOR vote, citing Deloitte’s tenure and the audit committee’s oversight of fees, independence and pre-approval policies; the proxy statement discloses audit and tax fees for 2025 and 2024 and affirms audit committee pre-approval procedures.
Non-binding advisory vote to approve the compensation of named executive officers as disclosed in the proxy statement.
This management proposal asks shareholders to cast a non-binding advisory vote approving the company’s named executive officer compensation as disclosed under Item 402. Management frames its compensation program as performance-based, linking pay to WAKIX revenue growth, clinical milestones, corporate transactions, financial health and talent/culture objectives, and emphasizes long-term equity incentives to align management and shareholder interests. The Board will consider the outcome when setting future compensation. The recommendation is FOR, and the materials provide detailed CD&A, pay-versus-performance, and compensation governance practices. The proposal is advisory and requires a majority of votes cast to pass.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | BlackRock, Inc. | 7.55% | 4,372,656 | $122M |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.69% | 2,714,353 | $76M |
| 3 | AMERICAN CENTURY COMPANIES INC | 3.64% | 2,105,179 | $59M |
| 4 | VANGUARD CAPITAL MANAGEMENT LLC | 3.63% | 2,102,315 | $59M |
| 5 | LSV ASSET MANAGEMENT | 3.50% | 2,025,143 | $57M |
| 6 | SG Americas Securities, LLC | 3.49% | 2,018,174 | $57M |
| 7 | DIMENSIONAL FUND ADVISORS LP | 3.36% | 1,945,680 | $54M |
| 8 | STATE STREET CORP | 3.08% | 1,784,362 | $50M |
| 9 | FMR LLC | 2.92% | 1,688,568 | $47M |
| 10 | ARMISTICE CAPITAL, LLC | 2.81% | 1,624,000 | $45M |
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