Hello, welcome to the 2026 virtual annual meeting of Absci Corporation. Please note that today's meeting is being recorded. Stockholders may submit questions by following the instructions on the annual meeting interface.
Good morning, everyone. My name is Sean McClain, founder, CEO, and member of the board of directors of Absci Corporation. The meeting is now called to order. Joining me is Zach Jonasson, our CFO and Chief Business Officer, and Shelby Walker, our Chief Legal Officer, who will record the minutes. It is also a pleasure to welcome our stockholders to Absci's annual meeting. This meeting is being held in accordance with the corporation's bylaws and Delaware law. Before proceeding to formal business, we'd like to recognize the members of our board of directors who are present at today's meeting. Frans van Houten, Professor Sir Mene Pangalos, Karen McGinnis, Dan Rabinovitsj, Mary Szela, and Joseph Sirosh. Thank you.
I am Zach Jonasson, CFO and Chief Business Officer of Absci Corporation. Our meeting today will consist of two phases. First, we will take care of the formal business at hand, which is described in our notice and proxy statement, a copy of which was mailed on or about April 22nd, 2026 to all of our stockholders of record at the close of business on April 7th, 2026. During this portion of the meeting, all discussion will be limited to the official business at hand. We will now proceed to the formal business of the meeting, notice of which was sent to all stockholders of record as of the close of business on April 7th, 2026. Stockholders of record on that date are entitled to vote at this meeting. Rules of conduct for the meeting are available in the Files section in the lower left-hand corner of the screen.
Please note that only stockholders who have logged in using their 16-digit control number will be allowed to vote and ask questions at the meeting. If you have any questions, I would encourage you to please submit them now so that they will be in the queue to be answered. If any stockholder wishes to address the chairman during the formal part of this meeting, please do so by submitting your question in writing through the virtual meeting platform via the link provided. The board of directors has appointed Andrew N. Wilcox, a representative of Broadridge Financial Solutions, Inc., to act as Inspector of Election for this annual meeting, and he will tabulate results of the voting. The Inspector of Election has signed the oath of his office, which will be filed with the minutes of this meeting.
Mr. Wilcox, do we have a quorum present?
Sean, of the 155,447,428 shares of common stock entitled to vote at the meeting, 113,355,037 shares are represented either in person or by proxy, and therefore, a quorum is present.
I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. Shelby will describe the voting procedures.
Thank you, Sean. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may do so by clicking on the link provided through the virtual meeting platform. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare that the polls are open for voting. It is now 9:04 A.M. on June 4th, 2026. Our first item of business is the election of directors. At this meeting, we will be voting on two nominees for Class II directors to serve for a term of three years, all as set forth in the proxy statement.
In accordance with the bylaws, your directors have nominated Professor Sir Menelas Pangalos and Daniel Rabinovitsj to be elected to serve as Class II directors. The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Have we received any questions concerning the proposal? The second item of business is the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for the fiscal year ending December 31st, 2026.
The audit committee of the board of directors, which is comprised entirely of independent directors, appointed Ernst & Young as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending December 31st, 2026. The board of directors approved the selection of Ernst & Young and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. The board of directors is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of Ernst & Young as the corporation's independent registered public accounting firm, the board of directors and the audit committee will reconsider the appointment. Have we received any questions concerning the proposal? Anyone who has not yet voted and desires to do so, please do so now through the virtual meeting platform.
It is now 9:00 A.M. on June fourth, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted. Inspector of Election, please report on the results of the voting.
With regard to proposal one, a plurality of the shares present or represented and entitled to vote has been voted in favor of the election of the persons nominated. With regard to proposal two, a majority of the shares present or represented and entitled to vote have been voted in favor of the ratification of Ernst & Young LLP as the corporation's independent registered accounting firm for the fiscal year ending December 31, 2026.
Thank you, Mr. Wilcox. I declare that all the proposals presented at the meeting have been ratified or approved by stockholders. The final results of voting, including the ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. Thank you for attending today's meeting. We will now review questions from stockholders. Representatives from Ernst & Young will also be available to answer appropriate questions from stockholders. Please be mindful of the meeting rules.
Sean, we have received no questions.
There being no other matters for consideration at this meeting, I declare the meeting adjourned at 9:00 A.M. Eastern Time, June 4, 2026. Again, thank you for your time today and for your support of Absci.
That concludes today's meeting. You may now disconnect.