Day, welcome to the Humacyte, Inc. 2026 Annual Meeting of Stockholders. I would now like to turn the conference over to Laura Niklason. Please proceed.
Thank you, good morning, ladies and gentlemen. Welcome to the 2026 Annual Meeting of Stockholders for Humacyte, Inc. My name is Laura Niklason, and I'm the President and the Chief Executive Officer. I will act as the Chair of this meeting. On behalf of our executive management team and the Board of Directors, I'd like to thank you for your ongoing support of Humacyte. We're grateful to have the opportunity to meet with you today virtually, and we look forward to engaging with our stockholders during the meeting and in the year to come. We also have Kathleen Sebelius, the Chair of our Board, and Dale Sander, our Chief Financial Officer, on the line, as well as other members of the management team and our Board of Directors. Also in attendance is Kerry Burke, a Partner with Covington & Burling, who will be taking minutes for this meeting.
I would also like to introduce Alex Vaughn, who's a partner at PricewaterhouseCoopers LLP, which is the company's independent registered public accounting firm. The meeting will now officially come to order. I will now conduct the formal business of the meeting as set forth in the company's notice of annual meeting and proxy statement. The polls opened today, June 9th, 2026, at 8:00 A.M. Eastern Time for voting on all matters before the meeting. You do not need to vote during the meeting if you've already voted and do not wish to change your vote. If you have not already voted or if you wish to change your vote, the polls will remain open until we finish presenting the proposals and close the polls. You may cast your vote via the web portal by clicking on the voting button and following the instructions.
We're conducting this meeting in accordance with our bylaws and our rules of conduct, which are posted on the virtual meeting web portal. Please review these rules carefully. The web portal also contains instructions for submitting questions during today's meeting. 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. Only Humacyte stockholders of record at the close of business on April 23rd, 2026, or holders of a valid proxy for today's meeting are entitled to vote at today's meeting. The Inspector of Election, Angela L. Kellums of Broadridge Financial Solutions Incorporated, has a complete list of the holders of record of the company's common stock on the record date for the meeting. A copy of the list of stockholders will be filed with the records of the meeting.
I have also received an affidavit from the company's mailing agent, Broadridge, certifying that the delivery of records related to the company's 2026 annual meeting to all stockholders of record as of the record date was made by means of a mailing which commenced on or about April 28th, 2026. I will file the affidavit with the records of the meeting. At this time, I'd like to introduce Angela L. Kellums, a representative of Broadridge, who the board of directors has appointed to serve as the Inspector of Election at today's meeting. Ms. Kellums has signed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. I've been informed by the Inspector of Election that at least a majority in voting power of our outstanding common stock is present by remote communication or represented by proxy.
Based on that information, I therefore declare that a quorum exists, and this meeting is duly constituted for the transaction of business. We will now proceed with the formal business of the meeting. The first item of business is the election of each of John P. Bamforth, Keith Anthony Jones, and Kathleen Sebelius to serve as Class II directors during the 2029 annual meeting of stockholders or until their successors are elected, or until their earlier death, resignation, or removal. You can read a short biography of each of these director nominees in our definitive proxy statement. To be elected, each director nominee requires a plurality of votes that are properly cast of our common stock. In other words, the three director nominees receiving the highest number of "for" votes will be elected. Abstentions and broker non-votes will have no effect on the outcome of the vote.
The board of directors unanimously recommends a "for" vote for each of these director nominees. The second item of business is the approval on a non-binding advisory basis of the compensation paid to the company's named executive officers, as described in the executive compensation section of the proxy statement. The affirmative vote of the majority of votes properly cast of our common stock will constitute the approval of the compensation paid to the company's named executive officers. Abstentions and broker non-votes will have no effect on the outcome of the vote. The board of directors unanimously recommends a vote for the compensation paid to the company's named executive officers. The third item of business is the approval on a non-binding advisory basis of the frequency with which the company should hold future advisory Say-on-Pay votes to approve the compensation paid to the company's named executive officers.
You may indicate whether you prefer that future advisory Say-on-Pay votes be held every year, every two years, or every three years, or you may abstain from voting on this proposal. The frequency that receives the most votes properly cast will be approved. Abstentions and broker non-votes will have no effect on the proposal. The board unanimously recommends a vote for the approval of an annual advisory Say-on-Pay vote. The fourth item of business is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The affirmative vote of the majority of votes properly cast of our common stock will constitute approval of the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026.
Abstentions will have no effect on the outcome of the vote, and no broker non-votes are expected on this proposal. The board unanimously recommends a vote for the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The fifth item of business is the approval of an amendment to Section 4.1 of Article 4 of our second amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 350 million shares to 550 million shares. The affirmative vote of the majority of votes properly cast of our common stock will constitute approval of the amendment to the company's certificate of incorporation to increase the total number of authorized shares of common stock.
Abstentions will have no effect on the outcome of the vote, and no broker non-votes are expected on this proposal. The board unanimously recommends a vote for the approval of the amendment to the company's certificate of incorporation to increase the total number of authorized shares of common stock. We have not yet received questions on any of the proposals. Are there any questions on any of the proposals now? Seeing no questions, we'll move on. If you have not voted already, and if you wish to vote on any of the proposals just described, please vote now by clicking on the voting button in the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by telephone or internet. We will pause briefly before closing the polls.
The time is now 8:10 A.M. Eastern Time on June 9th, 2026, and the polls are now closed for voting. The Inspector of Election will count the votes. Angela L. Kellums of Broadridge Financial Solutions has provided me with the preliminary report of the Inspector of Election. I will cause the final report of the Inspector of Election to be kept with the company's records of the annual meeting. Based on the preliminary report of the Inspector of Election, John P. Bamforth, Keith Anthony Jones, and Kathleen Sebelius have each been elected as directors with average approval of 82% of the votes cast for their election. The compensation paid to the company's named executive officers has been approved on a non-binding advisory basis with approximately 67% of the votes cast in favor.
An annual frequency for the future advisory votes on named executive officer compensation has been approved on a non-binding advisory basis with approximately 88% of votes cast in favor. The appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026, has been ratified with approximately 99% of the votes cast in favor. The amendment of the company's certificate of incorporation to increase the total number of authorized shares of common stock has been approved with approximately 82% of the votes cast in favor. This concludes the voting results. We expect to report the final tally of votes within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. Thank you to our stockholders and our board of directors for your support of Humacyte.
I now declare that the official portion of the meeting is adjourned. We will now answer appropriate questions from stockholders. Only stockholders who have entered a 16-digit control number will be able to ask questions by typing in their question in the Ask a Question box found on the web portal. Each stockholder is limited to no more than one question or comment and is allotted two minutes per question or comment. At this time, we do not have any questions in the queue. Therefore, I'd like to thank you again to all of our stockholders and to everyone on the line today for participating and for your continued support of Humacyte. This meeting is now adjourned.
Thank you for attending today's presentation. You may now disconnect your lines and have a pleasant day.