Good day everyone, welcome to the Coherus Oncology Annual Meeting. Now, I'll turn the call over to your host, President and Chief Executive Officer, Denny Lanfear. Please go ahead.
Thank you. Good afternoon, ladies and gentlemen. I'm Denny M. Lanfear, President, Chief Executive Officer of Coherus Oncology, Inc., and I am the Chairperson of today's meeting. I welcome you to the 2026 Annual Meeting of Stockholders. As previously announced, we are holding our 2026 annual meeting virtually. We have stockholders attending the meeting via the web portal. If you encounter any technical difficulties accessing or participating in the meeting, please call our support team at 844-986-0822. That's the U.S. domestic toll-free number, or 303-562-9302, the international number. Upon joining the meeting electronically, an agenda for the meeting should have been displayed on your screen. A list of the rules of conduct for the meeting can be accessed on a link on your screen. In order to conduct an orderly meeting, we ask that participants abide by these rules. We appreciate your cooperation in this matter.
I would like to introduce Benjamin Potter, a Partner of Latham & Watkins LLP, Secretary of the company, and the company's outside counsel. Lou Larson, representative of Broadridge Financial Solutions, Inc., Inspector of the Election, and Marcus Leonard, a Partner at Ernst & Young LLP, the company's independent registered public accounting firm. Mr. Potter will act as Secretary of the meeting. In addition, we have Bryan McMichael, Chief Financial Officer of Coherus Oncology. Let me now call the meeting to order.
I'm sorry to interrupt you, Mr. Lanfear. Thank you, Mr. Lanfear. Oh, that's your cue. I'm sorry, Mr. Lanfear. Go ahead.
Thank you, Mr. Potter. The virtual meeting will now come to order. We will proceed with the formal business of the meeting as set forth in the Notice of the Annual Meeting and Proxy Statement. Please note that we will answer any questions submitted through the web portal when we go through the matters to be voted upon. Let me address the List of Stockholders and proof of the mailing of notice. Will the Secretary please report at this time with respect to the mailing of the Notice of the Meeting and the Stockholders' List? Mr. Potter?
Yes, thank you, Mr. Lanfear. I have confirmed with Broadridge that we have a complete list of the Stockholders of Record of the company's capital stock on April 16th, 2026, the Record Date for this meeting. I also have an affidavit executed by a representative of Broadridge Financial Solutions, certifying that commencing on April 20th, 2026, a Notice of Annual Meeting of Stockholders of the company was sent by United States Mail to all Stockholders of Record at the close of business on April 16th, 2026. The affidavit will be filed with and made a part of this meeting's formal minutes.
Thank you, Mr. Potter. I hereby appoint Broadridge to act as Inspector of Election at this meeting. Lou Larson, representative of Broadridge, has taken and subscribed the customary oath of office to execute their duties with strict impartiality, which will be filed with the records of the meeting. Their function is to decide the qualification of voters, accept their votes, and when balloting on all matters is completed, to tally the ballots cast as to each matter voted upon. Will the Secretary please report at this time with respect to the existence of a quorum? Mr. Potter?
Yes, Mr. Lanfear. Thank you. As of the Record Date of April 16th, 2026, there were 154,217,609 shares of the company's common stock outstanding and eligible to vote at this meeting. A majority of these shares are necessary for a quorum. I am informed that based on the number of proxies received to date, a quorum is present, and the meeting will proceed.
Thank you, Mr. Potter. I hereby declare that this meeting to be duly constituted for the transaction of all business. Now, we'll consider the business listed in the Notice of the Meeting. We will now proceed with the formal business. There are five proposals to be considered by the stockholders at this meeting, and they are as follows. First, to elect two Class III directors to hold office until the 2029 Annual Meeting of Stockholders or until their successors are elected. Secondly, to ratify the selection by the Audit Committee of our Board of Directors of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. To hold a vote on a non-binding advisory resolution approving the compensation of the company's named executive officers or Say on Pay vote.
Fourth, to approve an increase in the number of shares of our common stock reserved for issuance under the company's amended and restated 2014 Equity Incentive Award Plan, or the 2014 plan. We will not be placing Proposal 4, the proposal to approve a reduction in the exercise price of certain outstanding stock options before the meeting today in order to ensure that all votes have been counted. Now, Mr. Potter.
Thank you, Mr. Lanfear. The time is now 1:35 P.M. Pacific Time on May 27th, 2026.
The polls are now open for voting on all matters to be presented other than Proposal 4, the proposal to approve a reduction in the exercise price of certain outstanding stock options. We are not opening the polls with respect to Proposal 4 at this time. The polls will be closed to voting after we go through the matters to be voted upon. Let me address the election of directors. The following individuals have been nominated to the board of directors to serve until the 2029 Annual Meeting of Stockholders, Dennis M. Lanfear and Mats L. Wahlström. In accordance with the advance notice provision in the Bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Are there any questions or comments on this proposal? We hear none.
The Board of Directors recommends the stockholders vote for the ratification of the appointment of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year ending December 31st, 2026. Are there any questions or comments on this proposal? I hear none. The Board of Directors further recommends that the stockholders vote for the Non-Binding Advisory Resolution approving the compensation of our named executive officers. Are there any questions or comments on this proposal? There are none. The Board of Directors recommends that the stockholders vote to approve the proposal to increase the number of shares of our common stock reserved for issuance under the 2014 Plan. Are there any questions or comments on this proposal? We hear none. Thank you.
As mentioned earlier, by virtue of the authority conferred in me as Chair of the Meeting, we will be adjourning this meeting with respect to the proposal to approve a reduction in the exercise price of certain outstanding stock options until 3:00 P.M. Pacific Time on Friday, May 29th. We are making this adjournment in order to ensure that all the votes have been counted. Voting is by Virtual Ballot. It is not necessary to vote by virtual ballot if you have previously sent in your signed proxy or voted via telephone or the Internet, unless you would like to change your vote. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions therein. The polls will close shortly.
We will briefly pause to allow any stockholders wishing to vote to complete their ballot. The time is now 1:40 P.M. Pacific Time, and the polls are now closed for voting. The inspector of the election will now tally the ballots cast for the proposals and will issue a preliminary report covering all the results. Sir, may we have the results of the voting, Mr. Larson?
Yes. The report of the Inspector of Election covering the four proposals presented at this meeting is as follows. The proposal to elect Dennis M. Lanfear and Mats L. Wahlström to the Board of Directors to serve until the 2029 Annual Meeting of Stockholders or their earlier death, resignation, or removal is approved. The proposal to ratify the appointment of Ernst & Young LLP as the independent registered accounting firm for the fiscal year ending December 31, 2026 is approved. The proposal to vote on a Non-Binding Advisory Resolution approving the compensation of our Named Executive Officers is approved. The proposal to approve an increase in the number of shares of our common stock reserved for issuance under the 2014 Plan is approved.
Thank you, Mr. Larson. The results recited are preliminary. Upon certification of the Inspector of Elections preliminary report, a final report and certification of the Inspector of Election will be made available. A full tally of the votes will be published in a Current Report on Form 8-K, which will be filed with the Securities and Exchange Commission within the next four business days. The results can also be obtained before that date by writing to me in my capacity as Secretary of the company.
As noted by Mr. Lanfear, the company will be adjourning this meeting only with respect to Proposal 4, the proposal to approve a reduction in the exercise price of certain outstanding stock options, until 3:00 P.M. Pacific Time on Friday, May 29th, 2026, in order to ensure that all votes have been counted. The meeting will reconvene at the same web address as the remainder of the meeting held today. Holders of Record as of April 16th, 2026, will remain eligible to vote on Proposal 4 in the manners described in the company's Definitive Proxy Statement filed with the SEC on April 20th, 2026. Mr. Lanfear.
Thank you, Mr. Potter. Is there any other business to come before this meeting? I hereby request that the final report of the Inspector of Election be filed with the minutes of this meeting. Given that the meeting will be adjourned until May 29th, 2026, and the formal business of this meeting has therefore not been completed, we will hold the Q&A session, that is the question and answer session, after all voting is completed and the annual meeting is concluded. This meeting now stands adjourned till May 29th, 2026, at 3:00 P.M. Pacific Time at this same web address. Thank you for your time and your continued dedication to Coherus Oncology. You may now disconnect.
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