Welcome to Fractyl Health, Inc.'s Annual Meeting of Stockholders. Stockholders who are logged in using their control number can submit questions by clicking on the message icon. It is now my pleasure to turn today's meeting over to Dr. Harith Rajagopalan, Chief Executive Officer at Fractyl Health. Harith, you may begin.
Good morning. I am Harith Rajagopalan, Chairperson of today's meeting. Very happy to welcome you to this Annual Meeting. Before I call the meeting to order, I would like to introduce our Board of directors, Ajay Royan, Chairman of our Board, Kelly Barnes, Chair of our Audit Committee, William Bradley, Chair of our Nominating and Governance Committee, Samuel Conaway, Marc Elia, Clive Meanwell, Chair of our Compensation and Human Strategy Committee, Ian Sheffield, and Dr. Christopher Thompson. From the company, we also have Lara Smith Weber, our Chief Financial Officer and Treasurer, Sarah Toomey, our General Counsel and Corporate Secretary, who will serve as Secretary of this meeting, and Brian Luque, Head of Investor Relations and Corporate Development.
I would also like to introduce Steven Canaris of Ernst & Young, the current independent auditor, who will have the opportunity to make a statement and who will be available to respond to appropriate questions and representatives of our outside counsel, Cooley LLP. We also have on the line Robert Johnson, a representative of The Carideo Group, who will serve as the inspector of election at today's meeting. I now call the meeting to order. We will proceed with the formal business of the meeting as indicated in the notice of Annual Meeting and the company's proxy statement. The polls opened today, June 10th, 2026 at 12:00 P.M. Eastern Daylight Time for voting on the two proposals before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls.
You do not need to vote during the meeting if you have already voted and do not wish to change your vote. We will record questions related to the proposals after they are presented and answer questions following the meeting. Finally, we will announce the preliminary results of the voting. I will now turn the meeting over to Sarah.
Thanks, Harith. On the virtual meeting webpage, you will find the agenda for the
Pardon the interruption, everybody. We do apologize. It looks like we have lost the main speaker connection. Please stand by while we get them reconnected. Thank you. Hello, everyone. Thank you for holding. This is the operator. We have rejoined the speaker location. Ma'am, please go ahead.
Thanks, Harith. On the virtual meeting webpage, you will find the agenda for the meeting. You will also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged into the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting. If you would like to submit a question, you may enter your question in the question and answer function on the Annual Meeting webpage. I will file the proof of mailing of notice of the meeting with the records of the meeting. I have determined that notice of this meeting was duly given to all stockholders of record in accordance with the requirements of Delaware law and the company's bylaws.
All stockholders of record at the close of business on April 17th, 2026, or holders of a valid proxy are entitled to vote at today's meeting. The Inspector of Election has a complete list of the holders of record of the company's capital stock on the record date for the meeting. The Inspector of Election, Robert Johnson, has taken and signed the customary oaths of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of the voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. The holders of a majority in voting power of the stock issued and outstanding and entitled to vote is required for a quorum.
As of the record date of April 17th, 2026, there were 158,648,963 shares of common stock outstanding and entitled to vote at this Annual Meeting. Robert has informed me that a quorum is present. I therefore declare that a quorum is present and this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting. The stockholders will consider two proposals at today's meeting. The Board recommends that the stockholders vote for each of the nominees in proposal one and for proposal two. The first item of business is the election of each of Marc Elia, Clive Meanwell, and Ian Sheffield as Class II D irectors, each for a three-year term ending at the 2029 Annual Meeting of Stockholders and until their respective successors are elected and qualified.
The second item of business is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. That was the final proposal for today's meeting. The Chairperson of today's meeting, Harith, will now describe the voting procedures.
If you wish to vote and you haven't already done so, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you've already sent in your signed proxy or if you have voted by telephone or internet. We will pause for approximately 30 seconds before closing the voting polls. The time is now 12:08 P.M. on June 10th, 2026, and the polls are now closed for voting. The Inspector of Election will count the votes.
Based on the preliminary report of the Inspector of Election, the election of each of Marc Elia, Clive Meanwell, and Ian Sheffield as Class II directors has been approved, and the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been approved. The final report of the Inspector of Election will be kept at the company's records of the Annual Meeting, and the final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. With that, I turn the meeting over to Harith, our CEO.
That concludes the formal portion of our meeting. We thank you for your attendance today and your continued support. We will now move to the final topic on the agenda, questions and answers. Please note that we will only be answering questions that are within the rules of conduct, and only stockholders who have logged into the meeting using their 16-digit control number are able to submit a question through the question area of the web portal. Sarah, are there any questions that have been submitted?
No, there are no questions. Please proceed with your closing remarks.
Thank you, Sarah. In closing, I want to thank all of our stockholders and everyone on the line today for your interest in the affairs of the company, Fractyl Health. We're deeply grateful to the patients, physicians, employees, and investors who are supporting our mission to transform the future of metabolic disease treatment. We look forward to executing on our upcoming key milestones. Thank you. Have a great day. This concludes our Annual Meeting.
Thank you. This concludes the meeting. You may now disconnect.