Replimune Group, Inc. (REPL)
NASDAQ: REPL · Real-Time Price · USD
12.96
-0.07 (-0.54%)
At close: Sep 16, 2026, 4:00 PM EDT
13.00
+0.04 (0.31%)
After-hours: Sep 16, 2026, 4:50 PM EDT
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AGM 2026

Sep 15, 2026

Summary

The meeting established a quorum, introduced key officers, and presented three proposals: auditor ratification, executive compensation, and an increase in authorized shares. All proposals were approved by stockholders, and formal governance procedures were followed.

Operator

Hello, and welcome to the 2026 Annual Meeting of Stockholders of Replimune Group, Inc. Please note that today's meeting is being recorded. During the meeting, stockholders can submit questions or comments at any time by clicking on the Q&A icon. However, the company will only respond to questions or comments related to the official business of the meeting. Please see the general information and supplemental rules for more information. It is now my pleasure to turn today's meeting over to Mr. Philip Astley-Sparke, Executive Chairman of the Board of Directors of the company. Mr. Astley-Sparke, the floor is yours.

Philip Astley-Sparke
Executive Chairman, Replimune Group

Good morning. I am Philip Astley-Sparke, Executive Chairman of the Board of Directors of Replimune Group, Inc. Will the meeting please come to order? Let me take this opportunity to welcome you to the 2026 Annual Meeting of Stockholders of Replimune Group, Inc. At this time, I would like to introduce you to Shawn Glidden, the SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, who is present today and will act as secretary for the meeting.

I would also like to note that representatives of Morgan, Lewis & Bockius LLP, counsel to the company, and PricewaterhouseCoopers LLP, the company's independent registered public accountants, are also present virtually today at the meeting. Before proceeding to the business of this meeting, there are certain legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting.

As soon as these are completed, I would like to introduce you to the other officers and Directors of the company, and also to describe to you the matters proposed for your consideration and action at this meeting. The company has designated Sharmila Amladi of Computershare Trust Company to serve as the inspector of elections. Ms. Amladi took her oath of inspector of elections earlier today. The oath shall be filed with the minutes of the meeting. Will the inspector of elections please take charge of any proxies that have been filed and provide her report regarding the number of shares of common stock of the company represented at the meeting, either virtually or by proxy?

Sharmila Amladi
Senior Resolution Specialist, Computershare Trust Company

Ladies and gentlemen, there are represented at the meeting, either virtually or by proxy, at least 63,759,937 shares of common stock out of the total of 84,026,071 shares of common stock outstanding and entitled to vote at the meeting.

Philip Astley-Sparke
Executive Chairman, Replimune Group

The report of the inspector of elections indicates that there are present at the meeting, virtually or represented by proxy, the holders of a majority of the total number of shares of common stock of the company outstanding and entitled to vote at the meeting. There is therefore a quorum present, and the meeting is competent to transact business.

Shawn Glidden
SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, Replimune Group

On the virtual meeting platform, you have access to the notice of the annual meeting of stockholders dated July 28, 2026, concerning the matters to be considered and acted upon at the meeting, and a copy of the proxy statement and annual report to stockholders for the fiscal year ended March 31st, 2026. Additionally, I have an affidavit of mailing executed by an employee of Computershare Trust Company, N.A., proxy processing service provider for the company. The affidavit of mailing will be filed with the minutes of this meeting.

Philip Astley-Sparke
Executive Chairman, Replimune Group

Thank you. Now that the technical organizational phase of the meeting has been completed, and before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce to you the other officers and Directors of the company. Let me first introduce the following directors of the company. Sushil Patel, who is our Chief Executive Officer, Madhu Balachandran, and Joe Slattery. I would also like to introduce you the following officers of the company. Emily Hill, our Chief Financial Officer, Konstantinos Xynos, our Chief Medical Officer, and Michelle DiNapoli, Chief Commercial Officer.

I will now describe the matters to be voted on at today's meeting. The following matters are deemed to be properly brought before this meeting. Matter A, a proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year ending March 31st, 2027. Matter B, a proposal to approve on a non-binding advisory basis the compensation of the company's named executive officers for the fiscal year ended March 31st, 2026.

Matter C, proposal to approve an amendment to the third amended and restated certificate of incorporation of the company to increase the number of authorized shares of common stock, par value $0.001 per share, from 150 million shares to 300 million shares. We will now move on to the voting. The virtual polls were opened at the top of the hour and will remain open for a reasonable time for you to cast your vote upon the proposals.

Any stockholder who has not previously provided his or her proxy or voted electronically is requested to click on the voting button of the web portal and follow the instructions therein with respect to all matters being voted upon. If you have already submitted your proxy card, your shares will be voted in accordance with the instructions on the proxy. We will now pause for a moment for you to complete your vote. The polls are now closed. Inspector of elections will give her report concerning the votes upon the aforesaid proposals to the secretary. Will the secretary please report the results of the voting?

Shawn Glidden
SVP, General Counsel, Chief Compliance Officer, and Corporate Secretary, Replimune Group

I have received a report from the inspector of elections, which states that the proposal to ratify the election, that's the selection of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ended March 31st, 2027, has been duly passed by the stockholders of the company.

The proposal to approve on a non-binding advisory basis the compensation of the company's named Executive Officers for the fiscal year ended March 31st, 2026, has been duly passed by the stockholders of the company. The proposal to approve an amendment to the third amended and restated certificate of incorporation of the company to increase the number of authorized shares of common stock, par value $0.001 per share from 150 million- 300 million shares, has been duly passed by the stockholders of the company.

Philip Astley-Sparke
Executive Chairman, Replimune Group

The formal business of this meeting is now complete. If there is no further business to be raised from the floor, I would like to thank all of the stockholders for attending today's meeting virtually. The legal portion of the meeting is now adjourned, and you may now disconnect.

Operator

This concludes the meeting. You may now disconnect.