Good morning, ladies and gentlemen. This is Will Chou, President and CEO of Passage Bio, Inc. It's a pleasure to welcome you to our annual meeting of stockholders. In accordance with our bylaws, as the CEO, I will call the stockholders' meeting to order and act as Chair. The time is now 9:00 A.M. on May 19th, 2026. I call to order the annual meeting of stockholders. I would now like to introduce the Chairwoman of Passage Bio's Board of Directors, Dr. Maxine Gowen.
Thank you, Will Chou, welcome everyone. Thank you for joining us today. We're excited to be hosting our virtual annual meeting of stockholders, which allows us to be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and will conduct the business portion of our meeting first and answer any questions at the end of the meeting. Any unanswered questions will be addressed on the investor relations section of our corporate website after the meeting. I'd also like to introduce the following additional members of the Board of Directors who are with us this morning, Dr. Athena Countouriotis, Mr. Sandip Kapadia, Mr. Thomas Kassberg, Dr. Derrell D. Porter, and Dr. Dolan Sondhi. I'll now turn it back over to Will Chou to chair the formal business part of the meeting.
Thank you, Maxine. I would also like to introduce our Chief Financial Officer, Ms. Kathleen Borthwick, who is with us this morning. James Raitt from American Election Services, LLC will be acting as Inspector of Elections for this meeting. I also want to introduce Ryan Mitteness of Fenwick & West LLP, our legal counsel, who will act as Secretary of the meeting and keep the minutes, and Vince Stroh of KPMG LLP, our independent registered public accountants. We will now conduct the formal business matters of the meeting. March 26th, 2026, was fixed by the board of directors as the record date for the proposals to be voted on at this meeting. Only holders of the company's common stock as of the close of business on the record date are entitled to receive notice of and to vote at this meeting.
I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of Internet availability of proxy materials was mailed on or about April 7th, 2026, to each holder of the company's common stock as of the close of business on the record date. The affidavit of mailing of the notice will be attached to the minutes of this meeting. Broadridge Financial Solutions has examined the proxies received and reports that 2,127,609 shares, or 66.3% of the total shares of common stock of Passage Bio entitled to vote, are represented by proxies or in person at this meeting. Majority of the votes entitled to be cast are represented at this meeting, either in person or by proxy. A quorum is therefore present and the meeting may now proceed.
I will now turn to Kathleen Borthwick, Passage Bio's Chief Financial Officer, to discuss the voting process and conduct the official voting process.
Thank you, Will. I will now review the agenda and voting procedures. We have four proposals on which stockholders will be voting. Proposal number 1 is the election of two Class III directors, each to serve a three-year term which will expire at the 2029 annual meeting of stockholders. Proposal number 2 is the ratification of the appointment of our independent registered public accounting firm. Proposal number 3 is the non-binding advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for this meeting. Proposal number 4 is a non-binding advisory vote on the frequency of holding future advisory votes on named executive officer compensation. If you've previously returned a proxy or voted by phone or through the Internet and do not wish to revoke your proxy or change your vote, you do not need to vote at this meeting.
Your vote has already been included in the proxy count. If you did not return a proxy or wish to change your vote, you may submit a completed ballot by clicking the Vote button in the lower right-hand corner of your screen. We will give you time to submit your ballots if necessary once we open the polls shortly. Proposal number 1 is the nomination and election of two Class III directors. The Board of Directors has nominated each of Dr. Athena Countouriotis and Mr. Sandip Kapadia to be elected as directors of the company for the next three years and until their successors are duly elected and qualified. Our bylaws require that a stockholder provide advance notice of their intent to nominate persons as directors, and no such notice was received. Accordingly, I declare the nominations for directors closed.
Proposal number 2 is to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31st, 2026. Proposal number 3 is a non-binding advisory vote on the compensation of our named executive officers as disclosed in the proxy statement for this meeting. This non-binding advisory vote is commonly referred to as a "say on pay" vote and is not intended to address any specific item of compensation, but rather the overall compensation of our named executive officers. Proposal number 4 is the non-binding advisory vote on the frequency of holding future advisory votes on named executive officer compensation. Our board of directors recommends that stockholders vote for a frequency of every one year for holding such future advisory votes. It's now approximately 9:06 A.M. on May 19, 2026, and the polls are now open for voting on all matters presented.
If you did not return a proxy and wish, or if you wish to change your vote, you may submit a completed ballot by clicking on the Vote button in the lower right-hand corner of your screen. We expect to leave the polls open for approximately one minute to allow anyone who chooses to vote here to cast ballots. That time begins now. As mentioned before, the polls are open, and if you did not return a proxy or you wish to change your vote, you may submit a completed ballot by clicking on the Vote button in the lower right-hand corner of your screen. It is now approximately 9:07 A.M. on May 19th, 2026, and I declare the polls for each matter voted upon at this meeting to be closed. No additional ballots, proxies, or votes, and no changes or revocations will be accepted.
The ballots, proxies, and votes will now be tabulated by the Inspector of Elections, Mr. James Reid. The vote required for proposal number 1 to elect the Class III directors is a plurality of the votes cast, which means that the two individuals nominated for election to the board of directors at the meeting, receiving the most affirmative core votes of the shares present or representatives meeting will be elected. Each of the nominees has been elected. Dr. Athena Countouriotis and Mr. Sandip Kapadia are the two individuals who received the most votes of shares present and entitled to vote. The vote required to approve proposal number 2, to ratify the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ended December 31st, 2026, is an affirmative vote for of the majority of the shares present or represented at this meeting.
KPMG LLP has been ratified as Passage Bio's independent registered public accounting firm for the fiscal year ending December 31st, 2026, by the requisite majority. The vote required to approve proposal number 3, to approve on a non-binding advisory basis the compensation of our named executive officers is an affirmative vote for vote of the majority of votes cast on the proposal. As a result of the votes cast, the say on pay proposal is approved on a non-binding advisory basis. The vote required to approve one of the three options presented for proposal number 4 is a plurality of the votes cast. As a result of the votes cast, the proposal to hold future stockholder advisory votes on the compensation of our named executive officers every one year has been approved on a non-binding advisory basis by the plurality of votes cast.
I now turn the meeting back to Will.
This concludes the business portion of the meeting. There being no other business to conduct, I hereby declare the business portion of the meeting adjourned. At this time, we would like to answer any questions from our stockholders. Please feel free to type your question in the text box entitled Questions in the lower left-hand corner of your screen and specify to whom of the company's management team or to our accountants the question is directed. Please note, only questions that are germane to the meeting will be addressed. Questions not addressed at today's meeting will be addressed on the investor relations section of our corporate website after the meeting.
Will, I confirm that there are no questions outstanding germane to the meeting.