Good morning. I am Mark Litton, President, CEO, and member of the Board of Directors of LeonaBio. Welcome to our 2026 Annual Meeting of Stockholders. I would like to introduce Kelly Romano, Chairperson of the Board of Directors, who will call the meeting to order and serve as Chairperson of the meeting.
Thanks, Mark. Good morning. I now call the meeting to order. In attendance today are the following members of our Board of Directors: Mark Litton, Fred Callori, Joseph Edelman, Natalie Holles, James Johnson, Barbara Kosacz, Michael Panzara, Grant Pickering, Peter Silverman, and myself, Kelly Romano. In addition to Dr. Litton, we have with us today other senior management of LeonaBio, including Javier San Martin, Chief Medical Officer, Kevin Church, Chief Scientific Officer, Mark Worthington, General Counsel, Chief Compliance Officer, and Corporate Secretary, Robert Renninger, Chief Financial Officer, and Mark Kubik, Chief Business Officer.
We'd also like to welcome Mark Steber of Ernst & Young, LeonaBio's independent registered public accounting firm, Bryan King of Wilson Sonsini Goodrich & Rosati, LeonaBio's outside legal counsel, who will act as Secretary of the meeting and keep the minutes, and Steven Tollefson of CT Hagberg LLC, who has been appointed to act as the Inspector of Election for this meeting. As inspector, Mr. Tollefson has signed an oath of office, which we will follow with the minutes of this meeting. I will now begin the formal agenda. We welcome you to our 2026 Annual Meeting of Stockholders. In fairness to all stockholders attending the meeting and in the interest of having a fair, informative, orderly, and constructive meeting, the following procedures will apply.
At our meeting today, we will address and vote on the matters described at LeonaBio's proxy statement dated May 11, 2026. Only holders of record of common stock on May 1st, 2026, are entitled to participate in and vote at the meeting. Following the voting, we will adjourn the meeting. Please note that under the advance notice provisions of our bylaws, proposals cannot be properly brought before this meeting unless they are submitted in accordance with those procedures set forth in our bylaws. Since we previously received no proposals from stockholders in accordance with these advance notice provisions, no additional proposals may be submitted for consideration at this meeting. Thank you for your cooperation.
If there is any stockholder present who has not returned a proxy or who desires to revoke a proxy and vote during the meeting, that stockholder should do so by clicking on the voting button on the web portal and following the instructions there. Let me remind all the stockholders present that if you have already sent in a proxy or voted by phone or through the Internet, there is no need to cast a ballot now unless you want to revoke your proxy or change your vote. The proxy holders will vote your shares as indicated on your proxy or as otherwise instructed.
The matters to be considered at this meeting, as set forth in LeonaBio's definitive proxy statement are as follows. One, the first proposal is to elect three Class III directors of LeonaBio, each to serve until the 2029 Annual Meeting of Stockholders or until his or her respective successor has been elected or qualified, or until his or her earlier resignation or removal. The nominees for election as Class III directors are Kelly A. Romano, James A. Johnson, Natalie C. Holles. Each of these three nominees has indicated that he or she is able and willing to serve if elected. Information concerning these nominees is contained in the proxy statement. The Election of Directors requires a plurality vote of the shares of the common stock voted at this meeting. Plurality means that the nominees who receive the largest number of votes cast for are elected as directors.
As a result, any shares not voted for a particular nominee, whether as a result of a stockholder abstention or withholding, or a broker non-vote, will not be counted in such nominee's favor and will have no effect on the outcome of the election. Our Board of Directors recommends a vote for each of these three nominees.
The second proposal is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. The audit committee of the board has selected Ernst & Young as our accounting firm for the 2026 fiscal year. As our accounting firm, Ernst & Young will audit our financial statements for the 2026 fiscal year and may perform certain audit-related and tax services. Ernst & Young may also perform certain non-audit services that are pre-approved by the audit committee. Stockholder ratification of the selection of Ernst & Young is not required. However, the board is seeking ratification of the selection as a matter of good corporate practice. Approval of this proposal requires the affirmative vote of a majority of the total votes cast affirmatively or negatively on this proposal. Our Board of Directors recommends a vote for this proposal.
The third proposal is to approve on an advisory basis the compensation of our named executive officers. Approval of this proposal requires the affirmative vote of a majority of the total votes cast affirmatively or negatively on this proposal. As an advisory vote, the result of this proposal is non-binding. Our Board of Directors and our compensation committee, however, will consider the outcome of the vote when determining named executive officer compensation. Our Board of Directors recommends a vote for this proposal. The fourth proposal is to approve on an advisory basis the frequency of future stockholder advisory votes on the compensation of our named executive officers. The option among one year, two years, or three years that receives the highest number of the total votes cast will be deemed the frequency preferred by our stockholders. As an advisory vote, the result of this proposal is non-binding.
However, our Board of Directors and our compensation committee intend to hold stockholder advisory votes on the compensation of our named executive officers in the future in accordance with the alternative that receives the highest number of votes cast at the meeting. Our Board of Directors recommends a vote for the option of three years for this proposal. If any stockholder has a question specific to any of the proxy proposals, please submit your question now so that we may address it. If you have general questions about the company, you may submit those as well, and we will either answer them once the business of the meeting has concluded or follow up with you after the meeting. You may also contact investor relations at any time if you have questions of an individual concern or if a question you posed is not answered today. No questions were submitted.
On or about May 11, 2026, the notice of this meeting was mailed to all stockholders of record as of May 1st, 2026, the record date for this meeting. Only stockholders of record as of May 1st, 2026, are entitled to vote at this meeting. A complete list of stockholders of record as of that date was available to stockholders for any purpose relevant to this meeting for the 10 days preceding this meeting. As of the close of business on the record date, the company had 9,393,514 shares of common stock outstanding and eligible to vote. I'm advised by the Inspector of Elections that at least a majority of the shares are voting or represented by proxy here today, and a quorum is therefore present.
I declare this meeting duly and lawfully convened. This meeting is authorized to transact business. We will now proceed with the voting on the proposals. It is 8:09 A.M. Pacific Time. The polls are now open. If you have previously sent in a signed proxy card or submitted your proxy vote by telephone or on the Internet, it is not necessary for you to vote via the web portal today unless you wish to change your vote. If you were a stockholder of record at the close of business on May 1st, 2026, or you have a valid proxy from your broker, bank, or other agent with respect to the shares you beneficially own and you desire to vote via the web portal at today's meeting, please go to www.virtualshareholdermeeting.com/LONA2026.
Any stockholder who hasn't 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 there. The polls are now closed. I will now summarize the voting results based on proxy votes received prior to the meeting. Any votes submitted during this meeting will be included in the final report of the Inspector of Election. The final voting results will also be included in a current report on Form 8-K to be filed with the Securities and Exchange Commission within four business days of today's meetings. The vote required to elect Class III directors is the plurality of the votes cast, which means that the three individuals nominated for election to the Board of Directors at the meeting receiving the highest number of four votes will be elected.
Based on preliminary voting results, each of the three director nominees has been reelected. Each nominee received a plurality of the votes cast. The vote required to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2026 is a majority of the total votes cast affirmatively or negatively on this proposal. Based on preliminary voting results, the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending on December 31st, 2026, has been ratified by the requisite majority of shares cast affirmatively or negatively on this proposal. The vote required to approve on an advisory basis the compensation of our named executive officers is a majority of the total votes cast affirmatively or negatively on this proposal.
Based on preliminary voting results, the compensation of our named executive officers was approved on an advisory basis by the requisite majority of shares cast affirmatively or negatively on this proposal. The vote required to approve on an advisory basis the frequency of future stockholder advisory votes on the compensation of our named executive officers is the frequency receiving the highest number of votes cast on this proposal. Based on preliminary voting results, a frequency of every three years for future stockholder advisory votes on the compensation of the company's named executive officers was approved on an advisory basis by the highest number of votes cast on this proposal.
Let me remind everyone that the final results will be tallied by the Inspector of Election and filed with the SEC in a current report on Form 8-K within four business days of this meeting. This now concludes the official business scheduled for the 2026 Annual Meeting of Stockholders. I now declare the official business portion of this meeting concluded. Members of our senior management team in attendance today will be available for a few minutes to answer any questions of general concern that were received during the meeting. Please note that they will attempt to answer these questions, if any, as time allows, but only questions that are considered relevant to all stockholders.
Thank you, Kelly. No questions were submitted. Thank you for your time and attention today.
This now concludes the meeting. Thank you for joining, and have a pleasant day.