Welcome to the annual meeting for Corbus Pharmaceuticals Holdings, Inc. Our host for today's call is Rachelle Jacques, Chair of the Board of Directors. I will now turn the call over to your host. Ms. Jacques, you may begin.
Thank you. Good morning. I'm Rachelle Jacques, Chair of the Board of Directors of Corbus Pharmaceuticals Holdings, Inc. I'd like to welcome each of you to our annual meeting of stockholders being held this year by remote communication. Before I begin the formal portion of this meeting, I would like to take the opportunity to introduce our representatives in attendance today. Gene Capello, who will act as the independent Inspector of Elections, Dr. Yuval Cohen, Corbus' Chief Executive Officer, Sean Moran, Corbus' Chief Financial Officer, and Meghan Houghton, Corbus' Vice President of Finance. Steven Zapp and Amanda Pappas from Lowenstein Sandler LLP, our outside corporate and securities counsel, and Marc Fogarty from EisnerAmper LLP, our independent registered public accounting firm, are also present. After the formal portion of the meeting has been completed, we will provide time for general questions.
Only validated stockholders will be able to ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to three questions. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. First, please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder which is not specified in the notice of the meeting must be submitted in writing in advance to the secretary of the company and that the notice meet certain requirements. The company did not receive any such notice, and as such, voting will be confined to only the five proposals outlined in the proxy statement.
Second, any historical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission and that the company typically cites in its press releases. I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's Regulation FD. As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with material non-public information at this meeting. Prior to the meeting, I appointed Sean Moran as acting secretary of the meeting.
I asked Mr. Moran to include with the minutes of the meeting a copy of the affidavit of distribution, a certified list of stockholders, a notice of meeting, and the proxy statement, which we refer to as the proxy materials. The notice of meeting and proxy statement were filed with the Securities and Exchange Commission on April second, 2026. The proxy statement describes the record date for this meeting and the number of eligible votes of common stock outstanding on that date. Prior to the meeting, Gene Capello was appointed as the independent inspector of elections, and the inspector has taken the appropriate oath. At this point, I will call the formal portion of our meeting to order. Will the inspector of elections please report on the existence of a quorum?
The board of directors selected March 23rd, 2026 as the record date for the annual meeting. On the record date, there were 17,736,464 shares of common stock outstanding. A total of 14,134,370 shares of common stock are present in person or by proxy at this meeting, representing both the holders of at least one-third of the voting power of the shares of the company's capital stock issued and outstanding and entitled to vote at this annual meeting and the holders of at least 1/3 of the company's common stock issued and outstanding and entitled to vote at this meeting. Accordingly, a quorum is present.
Since a quorum is present, we may now proceed to the business of the meeting. To assure an orderly meeting, I will first entertain motions for the five proposals to be presented at today's meeting. I will then entertain questions and comments from any stockholder wishing to ask questions or make comments. We will respond to questions to the extent that they do not require the disclosure of material non-public information. At an appropriate point, I will end the question and comment period. At that time, we will give stockholders a final opportunity to vote or, if they have previously voted, to change their votes. I will then declare the polls closed and ask the Inspector of Elections to provide a preliminary voting tally. The final votes will be reported by the company in an 8-K filing with the SEC.
It is 9:05 A.M. Eastern Time. I now declare the polls for voting on all matters to be open. All stockholders entitled to vote at this meeting have the ability to do so through the virtual platform. Please remember that if you have already submitted a proxy to vote your shares, your shares will be voted in accordance with your instructions, and it is not necessary to vote at the meeting. If you choose to vote now, doing so will revoke any proxy that you previously granted. After voting has been completed on all matters, we will close the polls, and the Inspector of Election will provide a preliminary report. As indicated in the proxy statement, the Board of Directors has nominated each of Yuval Cohen, Rachelle Jacques, John Jenkins, Anne Altmeyer, Yong Ben, and Winston Kung for election as a director.
As a stockholder, I move to elect Yuval Cohen, Rachelle Jacques, John Jenkins, Anne Altmeyer, Yong Ben, and Winston Kung as directors for the terms described in the proxy statement.
I second the motion.
The second proposal relates to approval of an amendment to the Corbus Pharmaceuticals Holdings, Inc. 2024 Equity Compensation Plan to increase the number of shares authorized for issuance thereunder by 3 million shares to 5 million shares.
As a stockholder, I move to approve the second proposal.
I second the motion.
The third proposal relates to the ratification of the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026.
As a stockholder, I move to approve the third proposal.
I second the motion.
The fourth proposal relates to the non-binding advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement.
As a stockholder, I move to approve the fourth proposal.
I second the motion.
The fifth proposal relates to the non-binding advisory vote on the frequency of future advisory votes on executive compensation of the company's named executive officers every one, two, or three years.
As a stockholder, I move to approve the fifth proposal for every one year.
I second the motion.
I will now introduce Dr. Cohen, Corbus' Chief Executive Officer, who will entertain any questions the stockholders wish to raise and any comments the stockholders wish to make regarding the proposals submitted at this meeting or regarding the company in general. There are no questions at this time.
At this point, I will end the question and comment period. Stockholders should feel free to write to me, care of the company, if they have questions or comments that they wish to address to me.
I assume that everyone present has voted by means of proxy or voted via telephone or on the Internet. If there is anyone present who would like to vote now, either because they have not voted or because they wish to change their vote, please vote now by using the voting buttons on the virtual meeting interface. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to take any further action. It is now 9:00 A.M. Eastern Time, and I declare the polls closed. The Inspector of Elections will now report on the preliminary results of the proposals.
Each of the six director nominees was elected by a plurality of the votes of the holders of shares present in person or represented by proxy and entitled to vote. The proposal to amend the 2024 Equity Compensation Plan was approved by a majority of the votes cast. The proposal to ratify EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year 2026 was approved by a majority of the votes cast. The proposal to approve on an advisory basis the compensation of the company's named executive officers was approved by a majority of the votes cast. With respect to the advisory vote on the frequency of the future advisory votes on executive compensation of the company's named executive officers, the majority of votes were cast for a frequency of one year.
The precise number of votes will be set forth in my written report.
The certificates of the Inspector of Election with the final tabulation will be filed with the minutes of this meeting and the proxies and the ballots will be filed with the corporate records. The final results of each proposal will be disclosed in the company's current report on Form 8-K announcing the results of this annual meeting, which is to be filed within four business days. At this point, I will entertain a motion to adjourn the meeting.
Moved.
I second the motion.
The meeting is adjourned. Thank you all for attending.
This now concludes the meeting. Thank you for joining and have a pleasant day.