Welcome to the PTC Therapeutics 2026 Annual Meeting of Stockholders. I would now like to introduce Dr. Matthew Klein, the Chief Executive Officer of PTC Therapeutics, to commence the meeting.
Thank you, and good morning, ladies and gentlemen. I would like to welcome you to our 2026 Annual Meeting of Stockholders. With us today are members of our board of directors and our senior management. Aside from myself, the board is represented by Michael Schmertzler, Jessica Chutter, Allan Jacobson, Stephanie Okey, Emma Reeve, Mary Smith, Glenn Steele, David Southwell, Alethia Young, and Jerry Zeldis. We are also joined by Dave Verderami of Ernst & Young LLP, our independent registered public accounting firm. Michael Schmertzler, the chair of the board of directors, will preside over today's meeting. The meeting agenda is posted on your screen. The meeting rules of conduct and procedures are included under the section of our annual meeting web portal labeled Meeting Materials. Now, I would like to introduce Gabriel Holdsman, our Corporate Secretary and Global General Counsel.
Our chair has asked me to request that Gabe establish that the stockholder meeting has been duly called and that a quorum is present. Gabe?
Thank you, Matt. The board fixed April 10th, 2026, as the record date for determining the stockholders entitled to vote at this meeting. An affidavit of mailing is with our Inspector of Elections, attesting to the fact that notice of this meeting was duly given and that the proxy statement and the 2025 annual report were distributed to stockholders of record beginning April 20th, 2026. This affidavit is available for inspection by any stockholder. Accordingly, the meeting has been duly called. As stated in the notice, the purposes of this meeting are as follows. First, to elect the four class one director nominees named in the proxy statement, each to serve for a term ending in 2029, or until each of their successors has been duly elected and qualified. Second, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2026.
Third, to hold an advisory vote to approve named executive officer compensation. Finally, to transact any other business that may properly come before the meeting. James Rate of American Election Services, LLC has been appointed to act as Inspector of Elections at this meeting. James is present and has subscribed to his oath of office. The preliminary report of the Inspector of Elections provides that at least 76,500,000 shares, or approximately 92.31% of the shares entitled to vote at this annual meeting, are present in person or by proxy. Accordingly, I declare to the chair that a quorum is present. In addition, please note that various remarks that we may make about future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.
Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our SEC filings, including our most recent Form 10-K, which is on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing estimates or views as of any date subsequent to today. Our Chair, Michael Schmertzler, will now preside over today's meeting.
Thank you, Gabe. On the basis of the secretary's report, the meeting is duly convened. We will now conduct the formal business as set forth in the notice of the meeting. The polls are now open for voting, and any votes or changes to previous votes may be made in the Cast Your Vote section of the web portal. The polls will close after all proposals have been announced and any stockholder questions answered. No ballots or proxies or revocations of, or changes to, ballots or proxies will be accepted after the polls are closed. I will announce the results of the voting on each matter following the tabulation of the voting. As noted by Matt, in order to conduct an orderly meeting and give all eligible stockholders an opportunity to participate, we will follow the process outlined in the rules of conduct and procedures.
During the conduct of the formal business of the meeting, questions from stockholders should pertain only to the specific proposals then under consideration. As stated in the rules of conduct and procedures, if you want to ask a question, please submit your question in the Ask a Question field provided in the web portal. Any submission must also include the first and last name, or entity name, if applicable, of the record holder making the submission. We note that each stockholder is limited to a maximum of two questions and ask that any question be succinct and cover only one topic. Thank you for your cooperation with these rules. Please remember that if you've already voted by internet or telephone or have sent in a proxy card, your shares have been voted accordingly.
You do not need to vote today unless you are voting for the first time or want to change your previous vote. Gabe, would you please present the proposals?
Our first proposal to be voted upon is the election of four directors to our Board. The nominees and their biographies are set forth in the proxy statement. If elected, each director will serve a three-year term expiring at the 2029 Annual Meeting of Stockholders, or until his or her successor has been duly elected and qualified. The Board of Directors has nominated and recommends the election of the following persons as directors: Jessica Chutter, Matthew B. Klein, Stephanie S. Okey, and Jerome B. Zeldis. No other nominations have been made according to the procedures provided by our bylaws. Accordingly, no other nominations are in order and nominations are now closed. Please submit any questions regarding this proposal now. I will pause to allow for any submissions. Avraham Adler, our Vice President, Associate General Counsel, will be reading any questions. Avraham, have any questions been properly submitted regarding this proposal?
No questions have been submitted.
Our second proposal to be voted upon is the ratification of Ernst & Young LLP as PTC's independent registered public accounting firm for fiscal year 2026. The board recommends the ratification as further explained in the proxy statement. Our auditors are present and can answer any questions that you may have. Please submit any questions regarding this proposal now before we proceed to vote. Avraham, have any questions been submitted regarding this proposal?
No questions have been submitted.
Our third proposal to be voted upon is the advisory vote to approve named executive officer compensation. The proxy statement for this meeting contains the text of the resolution that the board is asking stockholders to approve. Please submit any questions regarding this proposal now before we proceed to vote. Avraham, have any questions been submitted regarding this proposal?
No questions have been submitted.
Thank you, Gabe and Avraham. We will now provide any stockholders wishing to cast or change their votes via the web portal with an additional 30 seconds before we close the polls. I will pause for any final votes to be cast. 30 seconds always feels like a long time. I now declare the polls closed. The next item on the agenda is the preliminary report of the Inspector of Elections of the results of this annual meeting. Gabe, would you present the preliminary report of the Inspector?
Thank you, Michael. The Inspector of Elections has presented his preliminary report and has determined that the director nominees received votes cast in favor of their appointment as follows: Ms. Chutter, approximately 72 million shares, Dr. Klein, approximately 72 million shares, Ms. Okey, approximately 69 million shares, and Dr. Zeldis, approximately 70 million shares. The inspector has determined that in excess of the majority of shares voted were cast in favor of the ratification of the appointment of Ernst & Young with approximately 76 million shares, and the advisory vote to approve executive compensation with approximately 71 million shares.
Thank you, Gabe. Based upon the report of the Inspector of Elections, I declare that Jessica Chutter, Matthew B. Klein, Stephanie S. Okey, and Jerome B. Zeldis are elected directors, and the appointment of Ernst & Young as PTC's independent registered public accounting firm for fiscal year 2026 is ratified. The board appreciates the support of our stockholders with regard to executive compensation. There being no further business to come before the meeting, the formal portion of this meeting is now adjourned.
Thank you, Michael. Before we disconnect the meeting room, I would like to give any stockholders present an opportunity to ask questions related to our business. Avraham, have any additional questions been submitted?
No questions have been submitted.
Thank you to all in attendance for joining us at our 2026 Annual Meeting of Stockholders.
Thank you to everyone for attending. You may now disconnect.