Cartesian Therapeutics, Inc. (RNAC)
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AGM 2026

Jun 12, 2026

Summary

The meeting confirmed a quorum, elected three directors for terms expiring in 2029, and saw overwhelming approval for executive compensation and auditor ratification, each with 99% support. No questions were raised by stockholders during the Q&A.

Carsten Brunn
CEO and Chairman, Cartesian Therapeutics

Good morning. I'm Carsten Brunn, CEO and Chairman of the Board of Cartesian Therapeutics. I'd like to welcome you to our 2026 Annual Meeting of Stockholders, and thank you for your ongoing support of Cartesian. I'll act as chairman of this meeting, and Matt Bartholomae, our general counsel, will act as secretary. I'd like to first introduce the other members of our board of directors. From the board are Tim Barabe, Adrian Bot, Nishan de Silva, Kemal Malik, Michael Singer, Tim Springer, and Pat Zenner, our lead independent director. I'd also like to introduce Fred Williamson and Coleman Pope of Ernst & Young, the company's independent registered public accounting firm, who are available to respond to appropriate questions or ask the question box found on the web portal. The meeting will now officially come to order.

I will now conduct the formal business of the meeting as set forth in the company's notice of annual meeting and proxy statement. We'll now review a few formalities. The polls opened today, June 12th, 2026, at 10:00 A.M. Eastern Time for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. You do not need to vote during the meeting if you have already voted and do not wish to change your vote. On the virtual meeting webpage, you'll find the agenda for the meeting. You'll also find the rules of conduct for today's meeting. Please review these rules carefully. Note that only stockholders who are logged in to the meeting using their 16-digit control number will be able to vote and submit questions at today's meeting.

Only Cartesian stockholders of record at the close of business on April 14, 2026, or holders of a valid proxy for today's meeting are entitled to vote at today's meeting. The Inspector of Election, Joseph McClelland from Broadridge Financial Solutions, has a complete list of the holders of record of the company's common stock on the record date for the meeting and for stockholders who have entered a valid 16-digit control number. That stockholder list is also available during this meeting on the bottom panel of your screen. I've also received an affidavit from the company's mailing agent, Broadridge Financial Solutions, certifying the delivery of records relating to the company's annual meeting scheduled for June 12th, 2026, to all stockholders of record as of the record date was made by means of mailing, which commenced on April 28th, 2026. I will file the affidavit with the records of the meeting.

At this time, I'd like to introduce Joseph McClelland, a representative of Broadridge Financial Solutions, who the board has appointed to serve as the Inspector of Election at today's meeting. Mr. McClelland has signed the customary oath of office to execute his duties with strict impartiality. We'll file this oath with the records of the meeting. I have been informed by the Inspector of Election that a majority in voting power of our outstanding common stock is present by remote communication or represented by proxy, and based on that information, I therefore declare that a quorum exists, and this meeting is duly constituted for the transaction of business. We will now proceed with the formal business of this meeting.

The first item of business is the election of Michael Singer, Tim Springer, and Pat Zenner to serve as Class I directors of the company for a term of office expiring at the annual meeting of stockholders to be held in 2029. You can read a short biography of each of these director nominees in our definitive proxy statement. The board unanimously recommends that stockholders vote for each of these director nominees. The second item of business is a non-binding advisory vote regarding the compensation of Cartesian's named executive officers. This proposal is advisory. Although non-binding, the vote will provide information to our compensation committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies, and practices, which our compensation committee and ourB oard of D irectors will be able to consider when making future executive compensation decisions.

For more information, please see the compensation discussion analysis and executive and director compensation, executive compensation sections of our definitive proxy statement. You can read more about this proposal in our definitive proxy statement. The board unanimously recommends that stockholders vote for this proposal. The third item of business is the ratification of the audit committee's appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the year ending December 31st, 2026. You can read more about this proposal, including the audit fees and services and the audit committee's preapproval policies and procedures in our definitive proxy statement. The board unanimously recommends that stockholders vote for this proposal. That was the final item of business for today's meeting.

If you wish to vote and you haven't already, please vote now by clicking on the voting button on the web portal and following the instructions. You do not need to vote electronically if you have already sent in your signed proxy or if you have voted by phone or online. We will pause for approximately 30 seconds before closing the voting polls.

The time is now 10:06 A.M. on June 12th, 2026, and the polls are now closed for voting. The Inspector of Election will count the votes. Mr. McClelland has provided me with the preliminary report of the Inspector of Election. I will cause the final report of the Inspector of Election to be kept with the company's records of the annual meeting.

Based on the preliminary report of the Inspector of Election, Michael Singer, Tim Springer, and Pat Zenner each have been elected as Class I directors, each with at least 59% of the votes cast for their election. 99% of the votes cast in the non-binding advisory vote on compensation provided to our named executive officers were for the approval of such compensation, and the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31st, 2026, has been ratified with approximately 99% of the votes cast in favor. This concludes the preliminary voting results. The final tally of the votes will be published within four business days in a current report on Form 8-K to be filed with the Securities and Exchange Commission. Thank you to our stockholders and our board of directors for your support of Cartesian.

I now declare that the official portion of the business is adjourned. We will now answer appropriate questions from stockholders. Only validated stockholders will be able to ask questions by typing in the question in the Ask a Question box found on the web portal. Each stockholder is limited to no more than three questions or comments, no more than two of which may be on any single topic. At this point, we don't have any questions in the queue. With that, ladies and gentlemen, this concludes our annual meeting. I want to thank all of our stockholders and everyone on the line today for your continued support of Cartesian. Thank you.

Operator

This concludes today's meeting. You may now disconnect.