Vir Biotechnology Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Elect three Class I director nominees (Robert More, Janet Napolitano, Elliott Sigal) to hold office until the 2029 Annual Meeting.

2. 2

   Advisory Vote on Executive Compensation

   ManagementBoard: FOR

   Non-binding, advisory vote to approve the compensation of the company’s named executive officers as disclosed in the proxy statement (say-on-pay).

   More detail

   This advisory proposal asks stockholders to approve, on a non-binding basis, the Company’s 2025 executive compensation as disclosed in the proxy. Management seeks endorsement to validate its compensation philosophy—emphasizing pay-for-performance with a majority of NEO compensation “at risk” via annual incentives and equity awards—and to confirm that the Compensation Committee’s decisions (including no off-cycle or special awards in 2025) reflect stockholder interests. The proxy highlights material corporate achievements in 2025 (advancement of the ECLIPSE Phase 3 program, SOLSTICE Week 48 data publication, progression of T-cell engager programs, and a licensing agreement with Norgine) as justification for above-target annual incentive payouts. The Board frames the vote as advisory and non-binding but says it will consider the outcome when making future compensation decisions, signaling willingness to respond to stockholder feedback. The Compensation Committee’s process, including use of an independent compensation consultant, peer-group benchmarking, equity ownership guidelines, multi-year vesting, clawback policies, and limits on special perquisites, is presented to demonstrate governance controls and risk mitigation. The proposal’s approval supports continuity of management’s compensation approach; a rejection would trigger further engagement and potential programmatic changes. Given prior strong say-on-pay support (approximately 96% in 2025), the Company expects continued approval; however, the advisory nature means the vote is informational rather than dispositive. Investors evaluating the proposal should weigh alignment mechanisms and governance safeguards against the size and structure of awards, executive retention needs in a clinical-stage biotech, and recent operational milestones supporting the committee’s pay decisions.

3. 3

   Ratification of Appointment of Independent Registered Public Accounting Firm

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of Ernst & Young 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 Vir Biotechnology Inc 2026 annual meeting?

Vir Biotechnology Inc (VIR) holds its 2026 annual shareholder meeting on Tuesday, May 26, 2026.

What is the record date for the Vir Biotechnology Inc 2026 meeting?

The record date for the Vir Biotechnology Inc 2026 meeting is Tuesday, March 31, 2026. Shareholders of record on or before that date are eligible to vote.

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

The board is presenting 3 director nominees at the Vir Biotechnology Inc 2026 meeting, listed with their independence status and background.

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

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