Hello, and welcome to the 2026 virtual annual meeting of Candel Therapeutics, Inc. 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 Paul Peter Tak, president and chief executive officer of Candel Therapeutics, Inc. The meeting is now called to order. I've asked Finnbarr Murphy of Goodwin Procter LLP, our outside legal counsel, to record the minutes. It's a pleasure to welcome our stockholders to the annual meeting of Candel Therapeutics, Inc. This meeting is being held in accordance with the corporation's bylaws and Delaware's law. 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 29, 2026, to all of our stockholders of record at the close of business on April 24, 2026. During the meeting, all discussion and questions will be limited to the official business at hand in accordance with our rules for conduct at this meeting.
Before proceeding to the formal business, I would like to recognize the additional directors of the corporation who are with us today, Edward J. Benz Jr., Christopher Martell, René Kuijten , Nicoletta Loggia, Gary J. Nagel, Zhen Wen, Joseph C. Papa, and Maha Radhakrishnan. Thank you. I would also like to welcome the members of our executive team and representatives from KPMG LLP, Candel's audit firm, and representatives from Goodwin Procter, our outside counsel. Thank you. Now, let's 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 24, 2026. Stockholders of record on that date are entitled to vote at this meeting. We have electronically posted to the virtual meeting platform a record of stockholders as of that date.
A duplicate record has been on file at the principal place of business of the corporation for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours. Rules of conduct for the meeting are available in the meeting material selection in the lower right-hand corner of the screen. Please note that only stockholders who have logged in using their 16-digit control number will be available 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 CEO during the formal part of this meeting, please do so by submitting your question in writing to the virtual meeting platform via the link provided. In accordance with our rules for conduct at this meeting, only questions and statements relating to the specific agenda items on which stockholders are entitled to vote may be asked. The board of directors has appointed Ken Franke, an independent inspector of election, designated by 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. Franke, do we have a quorum present?
Dr. Tak, of the 73,270,239 shares of common stock entitled to vote at this meeting, 53,869,495 shares are represented either in person or by proxy, 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. Let me briefly describe the voting procedures. 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 the polls open for voting. It is now 10:06 A.M. on June 23, 2026. Our first item of business is the election of directors at this meeting.
We will be voting on our four 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 Edward J. Benz, Jr., MD, Paul B. Manning, Maha Radhakrishnan, MD, and Paul Peter Tak, MD, PhD, FMedSci, to be elected to serve as Class II Directors. The corporation's bylaws require that the stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. No such notice was received. I declare the nominations for directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Have you received any questions concerning the proposal? No.
The second item of business is the ratification of the appointment of KPMG LLP as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2026. The audit committee of the board of directors, which is comprised entirely of independent directors, appointed KPMG LLP as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending December 31, 2026. The board of directors approved the selection of KPMG LLP and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. However, 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 KPMG LLP as the corporation's independent registered public accounting firm, the board of directors and the audit committee will reconsider the appointment.
Have you received any questions concerning the proposal?
No.
Anyone who has not yet voted and desires to do so, please do so now through the virtual meeting platform. It is now, I cannot see this right now, nine minutes past 10:00, June 23, 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 KPMG LLP as the corporation's independent registered accounting firm for the fiscal year ending December 31st, 2026.
Thank you, Mr. Franke. I declare that all of the proposals presented at the meeting have been approved or ratified by the stockholders. The final results of voting, including any 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. There being no other matters for consideration at this meeting, I hereby adjourn this meeting.
This now concludes the meeting. Thank you for joining, and have a pleasant day.