Good morning. My name is Lynn Seely, I am the President and CEO , as well as a member of the Board of Directors of Lyell Immunopharma, Inc. I'm very happy to welcome you to the Lyell 2026 Annual Stockholders Meeting. The meeting will now officially come to order. The time is now 8:00 A.M. Pacific on Wednesday, June 10th, 2026. The polls are now open for voting on all matters to be presented. As you know, we are hosting today's meeting through a virtual meeting platform hosted by Broadridge. Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the Board and the executive team who are also with us today. The other members of the Board with us today are Mark Bachleda, Otis Brawley, Catherine Friedman, Richard Klausner, Elizabeth Nabel, Sumant Ramachandra, and William Rieflin.
The other executives of the company with us today are Smital Shah, Chief Financial and Business Officer, Mark Meltz, General Counsel, Stephen Hill, COO , Gary Lee, Chief Scientific Officer, and Pablo Fenton, Associate Director, Investor Relations and Corporate Communications. I would also like to introduce Katie McKnight of Ernst & Young, the company's independent registered public accounting firm, Christina Vico of Broadridge, and Allison Peth of Cooley LLP, the company's outside legal counsel, who are also in attendance and available to respond to appropriate questions as needed. Our General Counsel, Mark Meltz, will be serving as Secretary of the meeting. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the three proposals submitted by our Board for approval.
We will take questions related to the proposals after all of the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are now open for voting on all matters to be presented. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations, or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now. Your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not yet voted, I encourage you to vote online now.
You should all have access to a copy of the rules of conduct for this meeting on the virtual meeting platform. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting with a valid 16-digit control number may submit questions or comments for the Q&A portion of this meeting through the text box located on the virtual meeting screen. We will try to answer questions submitted that are relevant to the proposals as and if we have time. Please submit your questions now to make sure they are received in a timely fashion for our review and response. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?
I have at this meeting a complete list of the holders of record of the company's common stock on April 14th, 2026, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during this meeting for any reason germane to this meeting. Please click on the Stockholder List link on your virtual meeting platform to view the list. I also have an affidavit certifying that commencing on April 24th, 2026, a notice of annual meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on April 14th, 2026.
At this time, I'd like to mention Christina Vico of Broadridge, who is in attendance. I have appointed Ms. Vico to act as the Inspector of Election at this meeting. Ms. Vico has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when voting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?
I have been informed by the Inspector of Election that proxies have been received for 15,706,826 of the 23,332,524 shares of common stock outstanding on the record date, which represents approximately 67.31% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
On the basis of the affidavit and report of the Inspector of Election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened and is open for business. We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any appropriate questions related to the proposals submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are three proposals to be considered by the stockholders at this meeting.
The first item of business is the election of three Class Two directors to serve terms of three years until the 2029 annual meeting, or if earlier, until a successor has been elected or qualified, or until such director's earlier death, resignation, or removal. In accordance with the provisions of our bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No stockholder submitted such notice. Therefore, I declare the nominations for directors closed. The nominees for Class Two directors are Richard Klausner, Otis Brawley, and William Rieflin. The second item of business today 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.
The third item of business today is the advisory vote on the compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to approve the following resolution. Resolved, that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the compensation tables and narrative discussion, is hereby approved. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. Pablo, are there any relevant questions pertaining to the proposals?
There are no questions.
Given there are no questions, the time is now 8:06, and the polls are now closed for voting. May we have the preliminary results of the voting?
The report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect Richard Klausner, Otis Brawley, and William Rieflin as Class II Directors of the company is carried. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st 2026 is ratified. The resolution concerning the advisory vote on the compensation of the company's named executive officers is approved.
We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on our current report on Form 8-K to be filed with the SEC within four business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within four business days after the final results are known to us. This concludes the formal portion of today's meeting, and the annual meeting is now adjourned. Thank you again for your attendance in today's meeting and for your continued support of Lyell. We look forward to updating you on our progress.
That concludes our meeting today. You may now disconnect.
Goodbye.