Independent
Tenure on this board
12.1 yrs
2 nominees · 3 ballot items.
Election of Class II directors (J. Matthew Singleton and S. Kathryn Rouan); Ratification of CBIZ CPAs P.C. as independent auditor for fiscal 2026; Advisory (non-binding) approval of named executive officer compensation (say-on-pay).
Elect J. Matthew Singleton and S. Kathryn Rouan as Class II directors to serve until the 2029 annual meeting.
Ratify the Audit Committee’s selection of CBIZ CPAs P.C. 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 CBIZ CPAs P.C. as Viking Therapeutics’ independent registered public accounting firm for fiscal 2026. The Audit Committee appointed CBIZ in April 2025 following CBIZ’s acquisition of the attest business of Marcum LLP and subsequent resignation of Marcum. Management frames this vote as a routine, good‑governance action rather than a legally required step; neither the bylaws nor law requires ratification but the Audit Committee is sensitive to stockholder input. The board recommends a vote FOR, noting that representatives of CBIZ are expected to attend the meeting and that the committee would reconsider the appointment if stockholders do not ratify. There is limited controversy disclosed — Marcum’s reports were unqualified and there were no disagreements or reportable events with Marcum. The proposal is routine, carries a majority‑cast standard for approval, and is considered discretionary for brokers under broker voting rules.
Non-binding, advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement.
This management proposal requests a non‑binding advisory approval of the company’s named executive officers’ compensation as disclosed. Viking’s Compensation Committee emphasizes a pay‑for‑performance philosophy, substantial at‑risk compensation via PRSUs and options, and use of an independent compensation consultant (Aon). The proxy highlights strong 2025 corporate performance (large TSR gain, progress in clinical programs, and attainment of most corporate goals), which the committee used to justify sizeable equity grants and cash bonuses. Management frames the vote as consultative: the result will be considered in future compensation design but is not binding. The company reports prior stockholder support (67% in 2025) and extensive shareholder engagement. The board recommends a FOR vote and explains that compensation structures include clawback policy, stock ownership guidelines, and risk assessment processes to mitigate excessive risk-taking; these governance features are presented to address potential investor concerns about pay levels and incentive alignment.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 4.3% | 5,012,502 | $163M |
| 2 | FMR LLC | 4.3% | 5,005,047 | $163M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 3.8% | 4,464,298 | $145M |
| 4 | TWO SIGMA INVESTMENTS, LP | 3.8% | 4,432,142 | $144M |
| 5 | STATE STREET CORP | 3.8% | 4,395,557 | $143M |
| 6 | BlackRock, Inc. | 2.7% | 3,189,375 | $104M |
| 7 | AMERICAN CENTURY COMPANIES INC | 1.8% | 2,078,577 | $68M |
| 8 | MORGAN STANLEY | 1.7% | 1,941,067 | $63M |
| 9 | GEODE CAPITAL MANAGEMENT, LLC | 1.5% | 1,766,889 | $58M |
| 10 | D. E. Shaw Co., Inc.Activist | 1.4% | 1,676,713 | $55M |
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