Morning. It is now my pleasure to turn today's meeting to Dr. David Chang, President and Chief Executive Officer of Allogene Therapeutics. Dr. Chang, the floor is yours.
Good morning. I'm Dr. David Chang, President and Chief Executive Officer, and the Director of Allogene Therapeutics. I'm happy to welcome you to the Allogene Therapeutics 2026 Annual Stockholders Meeting. The meeting will now officially come to order. The time is now 8:00 A.M. Pacific Time, June 18th, 2026, and the polls are now open for voting on all matters to be presented. We are hosting today's meeting through the virtual online platform hosted by Broadridge Financial Solutions. Before we proceed with the formal business of the meeting, I'd like to acknowledge that we have several members of the Board and management joining us today. I would also like to introduce Mr. Ishpal Shapury, representing Ernst & Young LLP, the company's independent registered public accounting firm, and Mr. Charles Bair, representing Cooley LLP, the company's outside legal counsel.
Mr. Shapury and Mr. Bayer are available to respond to appropriate questions as needed. We will now proceed with the meeting's formal business in the order set forth in the notice of annual meeting and proxy statement. We will present the five proposals submitted by our Board up for consideration by our stockholders. We will then take questions related to the proposals or appropriate questions for the auditors, after which we will announce the preliminary results of the voting. The polls are open for voting on all matters to be presented. Each share of common stock is entitled to one vote. After items to be voted on are described, and after any appropriate questions have been addressed, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the poll.
If you have submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote but have not already done so, you must submit your vote online now for it to be counted. If you have not voted, I encourage you to vote online now. The rules of conduct for this meeting are available through a link on the right side of your screen under the meeting materials section. To conduct an orderly meeting, we ask that you follow the rules. Stockholders attending this meeting with a valid 16-digit control numbers may submit questions for comments for the Q&A portion of this meeting through the text box located on the virtual meeting screen.
We will try to answer questions submitted that are germane to the proposals and/or this meeting as and if we have time. Christine Cassiano, our Chief Corporate Affairs and Brand Strategy Officer, will screen incoming questions, and during the Q&A portion of this meeting, we'll read germane questions before we respond. Please submit questions so they are received in time for our review and response. I will now ask Earl Douglas, our Senior Vice President, Chief Counsel, and Corporate Secretary, to report at this time with respect to mailing of notice of the meeting.
I have an affidavit certifying that on April 30, 2026, a notice of internet availability of proxy materials for Allogene's 2026 Annual Meeting of Stockholders was mailed to all stockholders of record entitled to vote at the meeting as of the close of business on April 20, 2026.
I would now like to introduce Ms. Anita Gillespie, representing American Election Services, LLC, who is present virtually. I am appointing Ms. Gillespie to act as Inspector of Election at this meeting. Ms. Gillespie has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the record of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Election that proxies have been received for 282,724,418 of the 345,024,351 shares of common stock outstanding on the record date, which represents approximately 82% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now proceed with carrying out the official business of the meeting.
We will now proceed with the formal business of this meeting. After all proposals have been described, we will answer any appropriate questions submitted online that relate to the proposals. There are five proposals to be considered by the stockholders at this meeting. I will now ask Earl to present the five proposals submitted for consideration
The first item of business is the election of three Class II Directors to serve until the 2029 Annual Meeting and until their successors are elected. The nominees for Class II Director are Ms. Deborah Messemer, Dr. Vicki Sato, and Dr. Owen Witte. The second item of business today is the advisory vote on the executive compensation of the company's named Executive officers, as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution. Resolved, that the compensation paid to the company's named Executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved. The third item of business today is the indication on an advisory basis of the preferred frequency of stockholder advisory votes on the compensation of our named executive officers.
The stockholders are asked to vote on an advisory basis on their preferred frequency of every one year, every two years, or every three years, or to abstain. The Board recommends a vote in favor of one year for this proposal. The fourth item of business today is the approval of an amendment to the company's Amended and Restated Certificate of Incorporation as amended, to increase the number of authorized shares of common stock from 400 million shares to 800 million shares. The authorized shares amendment would not change the number of authorized shares of preferred stock, which currently consists of 10 million shares of preferred stock. The Board recommends a vote for this proposal.
The fifth and final item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2026.
Now that the proposals for today's meeting have been presented, we will now review if there are any questions submitted before we close the polls. As a reminder, we will only review and answer questions that pertain to the proposals and are not inappropriate. Please note that our discussion today may include forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such a difference can be found in our most recently filed quarterly report on Form 10-Q, annual report on Form 10-K, and other filings with the SEC. Christine, are there any questions?
We have no submitted questions.
The time is now 8:10 A.M., and the polls are now closed for voting. Earl, may we have the result of the voting?
The preliminary report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect Ms. Deborah Messemer, Dr. Vicki Sato, and Dr. Owen Witte as Class II Directors of the company is carried. The resolution concerning the advisory vote on the executive compensation of the company's named Executive officers is approved. The stockholders have indicated a preferred frequency of one year for advisory stockholder votes on executive compensation of the company's named executive officers. The proposal to approve an amendment to the company's amended and restated certificate of incorporation, as amended, to increase the number of authorized shares of common stock from 400 million shares to 800 million shares is approved. The selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026 is ratified.
Thank you, Earl. We expect to report our preliminary voting results, or if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final votes are known to us. This concludes today's meeting. Thank you for your attendance and for your continued support of Allogene. The Annual Meeting is now adjourned.
This concludes today's Annual Meeting. You may now disconnect.