Cogent Biosciences, Inc. (COGT)
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AGM 2026

Jun 9, 2026

Summary

The meeting covered board introductions, voting on director elections, auditor ratification, and executive compensation. All proposals were approved according to management's recommendations, with final results to be filed with the SEC.

Operator

Good day, ladies and gentlemen. It is a pleasure to welcome you to the 2026 annual meeting of stockholders, which is being held virtually. With that, now on the call to order, I'll hand the call over to Andrew Robbins, President and Chief Executive Officer of Cogent Biosciences, to conduct the formal business of the meeting. Andrew?

Andrew Robbins
President and CEO, Cogent Biosciences

Hi, good morning, everyone. My name is Andrew Robbins. I'm the President and CEO of Cogent Biosciences, I will chair today's meeting. Thanks, everyone, for joining us today. Let me begin by introducing you to the rest of your board of directors: Dr. Chris Cain, Dr. Karen Ferrante, Peter Harwin, Arlene Morris, Matthew Ross, and Todd Shegog. I would also like to introduce the other members of the management team who are joining us today, They include John Green, who's our CFO, and Evan Kearns, who's our chief legal officer and corporate secretary. Representatives of our independent registered public accounting firm, PricewaterhouseCoopers, and Gibson, Dunn & Crutcher, our outside legal counsel, are also with us today. Mr. Kearns will serve as secretary of the meeting, Mr. Green has been appointed Inspector of Election for this meeting.

This meeting will be conducted in accordance with the agenda and rules of conduct that have been provided on the virtual meeting website. To maintain an informative, orderly, and constructive meeting, we ask that participants abide by these rules. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. The polls opened at the beginning of the meeting, We will close the polls on all matters immediately after the presentation and discussion of today's proposals. Company's agents have certified that a notice of the meeting was mailed to stockholders of record beginning April 23rd, 2026. We will file copies of the notice and related affidavit of mailing with the minutes of this meeting.

I have received an oath signed by the Inspector of Election, which will be filed with the minutes of the meeting, stating that he will faithfully execute with strict impartiality his duties as Inspector of Election. Our board of directors set April 13th, 2026, as the record date for this meeting. Only stockholders of record on that date are entitled to vote. As of the close of business on the record date, there were 170,801,004 shares of the company's common stock issued and outstanding. I have been informed by the Inspector of Election that at least a majority of those shares are represented at the meeting, Therefore, we have a quorum. Accordingly, I declare that this meeting is properly constituted and convened for the purposes of transacting such business as may properly come before it.

The first matter to be considered is the election of the following Class II directors to the board to serve until the 2029 Annual Meeting of Stockholders, and those include Dr. Chris Cain, Arlene Morris, and Todd Shegog. The second matter to be considered is the ratification of the appointment of PwC as the company's independent registered public accounting firm for the year ended December 31, 2026. The third matter to be considered is the approval on a non-binding advisory basis of the compensation of the company's named executive officers. We will now see if there are any questions or comments regarding these proposals. Only validated stockholders may ask questions. I see no questions on the proposals. We will close the polls shortly. If you have previously voted, it is not necessary for you to vote today unless you wish to change your vote or you requested a legal proxy.

Any stockholder who hasn't yet voted or wishes to change their vote may do so by following the instructions on the web portal. Since everyone has now had the opportunity to vote, I will declare the polls are closed. According to the preliminary results, we have received votes and proxies sufficient to elect each of the director nominees and to approve the other proposals voted on today in accordance with management's recommendations. The final vote totals, including any votes validly received at this meeting, will be tabulated and included with the official minutes of the meeting and will be filed with the SEC. This brings us to the conclusion of our meeting. Thank you everyone for attending. The meeting is now adjourned.

Operator

The meeting has now concluded. Thank you for your participation. You may now disconnect and have a pleasant day.