Day, welcome to the 2026 annual meeting of stockholders of Myriad Genetics, Inc. I would now like to turn the call over to Louise Phanstiel. Please go ahead.
Thank you, operator. Welcome to the 2026 annual meeting of stockholders of Myriad Genetics, Inc. I'm Louise Phanstiel, Chair of the Board of Directors, and it is my pleasure to welcome you. It is 8:00 A.M. Mountain Time, and in accordance with the notice of the meeting, I call to order the 2026 annual meeting of stockholders of Myriad Genetics. An agenda that outlines the order of business and rules of conduct have been made available on the website. We will conduct this meeting in accordance with the agenda and those rules. There will be an opportunity for questions later in the webcast. Please adhere to the rules of conduct attached to your agenda in asking questions or making comments at that time.
The matters on which stockholders at the meeting are voting are to elect three directors, ratify the selection of Ernst & Young LLP as our independent registered public accounting firm for the year ending 2026, approve on an advisory basis the compensation of our named executive officers, approve an amendment to our 2012 Employee Stock Purchase Plan to increase the number of shares authorized for issuance, approve the proposed 2026 Employee Director and Consultant Equity Incentive Plan, and transact such other business that may properly come before the meeting. Before proceeding to the business of the meeting, I'd like to introduce our directors who are present on the webcast, including those who are up for election. Sam Raha joined Myriad Genetics in December 2023 and served as Myriad's Chief Operating Officer until he was appointed as a director and our Chief Executive Officer in April 2025.
Paul M. Bisaro joined Myriad as a Director in October of 2022. Mark S. Davis joined Myriad as a Director in December 2024. Heiner Dreismann, PhD, joined Myriad as a Director in June of 2010. Rashmi Kumar was appointed as a Director in September 2020. Lee N. Newcomer, MD, joined Myriad Board of Directors in September 2019. Colleen F. Reitan was appointed to our board of directors in September 2019. Daniel M. Skovronsky, MD, PhD, has served as a director since July 2020. I joined the Myriad Board of Directors in September 2009 and have served as the Chair of the board since March 2020. I'm also pleased to announce that we have members of the executive team of Myriad Genetics joining us on the webcast today. Biographical information for each of our officers and directors, including their history with the company, is included in the proxy materials.
We also have with us today Remco Koopman, representing Ernst & Young LLP, the company's independent auditors. Remco will be available during the question -and- answer session later in the webcast to respond to appropriate questions. The company has appointed Justin Hunter to act as Inspector of Elections. Mr. Hunter has taken the oath of Inspector of Elections. Mr. Hunter will also serve as the secretary of the meeting and will record the proceedings. This meeting is held pursuant to a notice to each stockholder of record at the close of business on April 8th, 2026, which was made available on the internet and mailed to certain stockholders on or about April 14th, 2026. Only stockholders of record at the close of business on April 8th are entitled to vote at this meeting. I now ask that our Inspector of Elections, Mr. Hunter, report on the presence of a quorum.
Thank you, Louise. On April 8th, 2026, the number of shares of common stock issued and outstanding and entitled to vote was 94,443,029. A majority of these shares, or 47,221,515 shares, constitutes a quorum. Substantially in excess of that number of shares is represented at this meeting, either in person or by proxy.
Thank you, Justin. I hereby declare a quorum present at the meeting. On behalf of the board of directors of the company, thank you to all stockholders who completed their proxy. If you are a stockholder of record on April 8th, 2026, and wish to vote now, you can do so by utilizing the interface on the webcast page by hitting the vote button. It is currently 8:05 A.M. Mountain Time, and the polls are now open. The first matter to be acted upon by stockholders is the election of three directors. Paul M. Bisaro, Rashmi Kumar, and Lee N. Newcomer, MD, have been nominated by the board for election at this meeting to serve as directors in Class III. The Class III directors' term will end at the annual meeting to be held in 2029.
I've introduced the nominees, and additional information about the nominees is contained in the proxy statement. I declare this Class III directors duly nominated. The company has not received notice of any other nominations as required under the bylaws. Therefore, I declare the nominations closed. For stockholders voting on the webcast, please do so now. The second matter being submitted to stockholders for action is the ratification of the selection by the Audit and Finance Committee of the Board of Directors of Ernst & Young LLP as auditors of the company's financial statements for the year ending December 31, 2026. The Audit and Finance Committee of the Board of Directors is assigned the responsibility of appointing the company's auditors.
The committee consists entirely of directors who are independent of corporate management. In its deliberations, the committee took note of the fact that it has closely worked and met on a regular basis with Ernst & Young during the past year, and the committee had substantial opportunities to evaluate their work and found it to be satisfactory. The Audit and Finance Committee recommends the ratification of its appointment of Ernst & Young to audit the financials for the fiscal year ending December 31, 2026. Stockholders voting on the webcast, please do so now. The next matter to be acted upon by stockholders is an advisory vote on the compensation of the company's named executive officers.
Detailed disclosures regarding the company's compensation policies can be found in the proxy statement under the section entitled "Executive Compensation." Because this vote is advisory, the results will not be binding on the company's Compensation and Human Capital Committee or the Board of Directors. However, both the Compensation and Human Capital Committee and the Board will review the voting results and take them into consideration when making future decisions regarding compensation of the company's named executive officers. Stockholders voting on the webcast, please do so now. The next matter to be acted on by stockholders is the proposed amendment to our 2012 Employee Stock Purchase Plan to increase the number of shares authorized for issuance under the purchase plan by an additional 4 million shares. In March of 2026, the Board approved a proposed amendment to the purchase plan and recommended that stockholders approve it as well.
Additional shares of our common stock must be authorized under the purchase plan for Myriad to continue using the purchase plan as a benefit to attract and retain employees. Detailed information regarding the proposed amendment and the purchase plan can be found in the proxy statement under proposal number four. Stockholders voting on the webcast, please do so now. The next matter to be acted on by stockholders is the proposed 2026 Employee Director and Consultant Equity Incentive Plan. The 2026 plan provides for the issuance of up to 6,400,000 shares of our common stock. Detailed information regarding the 2026 plan can be found in the proxy statement under the proposal number five. Stockholders on the webcast, please do so now. It is 8:08 A.M. Mountain Time. The polls are now closed for each matter voted on at this meeting.
Will the Inspector of Elections please report the results of the balloting?
We have completed a preliminary count of the ballots and present the following. For proposal number one, election of directors, a majority of the shares voted was cast for the election of each of Paul Bisaro, Rashmi Kumar, and Lee Newcomer to serve until the 2029 annual meeting. The results of the voting for proposal number two, appointment of auditors, are 76,302,595 votes cast for the ratification of the appointment of Ernst & Young to serve as the company's independent public accountants for the fiscal year ending December 31st, 2026, which is more than a majority of shares voted with respect to this proposal.
The results of the voting for proposal number three, compensation of named executive officers, was 59,356,710 votes cast for the proposal or in support of the compensation of our named executive officers, which is more than a majority of the shares voted with respect to this proposal. The results of the voting for proposal number four, proposed amendment to the 2012 Employee Stock Purchase Plan, are 61,812,338 votes cast for the proposal or in support of increasing the number of shares authorized for issuance under the purchase plan by an additional 4 million shares, which is more than a majority of the shares voted with respect to this proposal.
The results of the voting for proposal number five, proposed 2026 Employee Director and Consultant Equity Incentive Plan, are 59,389,193 votes cast for the proposal or in support of the 2026 plan, which is more than a majority of the shares voted with respect to this proposal.
Thank you, Justin. Subject to final vote tabulation, I hereby declare that the nominees for directors have been duly elected. The appointment of Ernst & Young as the company's independent public accounting firm for the fiscal year ending December 31, 2026, has been duly ratified, and a majority of the shares voted in favor of the advisory vote regarding the compensation of the company's named executive officers. The amendment to increase the number of common stock authorized for issuance under the 2012 Employee Stock Purchase Plan has been approved by stockholders. A majority of the shares voted in favor of adopting the 2026 Employee Director and Consultant Equity Incentive Plan. After the final tabulation of votes has been completed, the results will be filed on Form 8-K and will be placed with the minutes of this meeting. This concludes the formal portion of our meeting.
I would like to again thank and to express my appreciation to the stockholders who attended the meeting and voted, as well as those who submitted their proxy, were not able to be here in person by this webcast. There being no further business to come before the meeting, the annual meeting of stockholders is now formally adjourned. We will now invite you to ask any questions that you may have. We will only take questions from stockholders of record or from an individual or entity named in a proxy given by a stockholder as of record as of April 8th, 2026, and properly filed with the corporate secretary prior to this meeting. Please be advised that management's remarks in response to questions and comments may contain some forward-looking statements.
In compliance with the Private Securities Litigation Reform Act of 1995, I caution you that the actual results may differ significantly and adversely from results discussed in the forward-looking statements. Forward-looking information is inherently subject to risk and uncertainty that could cause results or events to differ materially and adversely from those described in or implied by forward-looking statements due to a variety of factors and risks. Factors and risks that might cause such a difference include those set forth from time to time in the company's SEC filings, including those in annual report on Form 10-K for the year ending December 31st, 2025, and in reports on Form 10-Q and Form 8-K filed with the SEC. With that, do we have any stockholder questions?
Thanks, Louise. There are no stockholder questions at this time.
Since there are no questions, the annual meeting of stockholders is now adjourned.
The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.