Good day, everyone, and welcome to the Solventum Corporation Annual Meeting of Stockholders. At this time, I'd like to turn the conference call over to Carrie Cox. Ma'am, please go ahead.
Good morning. I'm Carrie Cox, Chairman of the Board of Solventum Corporation, and I will call this meeting to order. Along with my fellow directors and the executive officers of the company, I would like to welcome you to Solventum's 2026 Annual Meeting of Shareholders. We appreciate your support of Solventum and your attendance and participation in today's meeting. We are pleased to hold our annual shareholders meeting virtually as we aim to increase access and participation. Shareholders may submit questions at any time during this meeting in the space provided on the virtual meeting platform. We will address any questions via written responses on our investor relations website following the meeting.
In attendance at today's meeting are all of the members of our Board of Directors, as well as Bryan Hanson, our Chief Executive Officer, Wayde McMillan, our Chief Financial Officer, Marcela Kirberger, our Chief Corporate and Legal Affairs Officer and Corporate Secretary. Mr. Josh Herron and Mr. Tom Johnson of PwC, our independent auditors, are also in attendance. I will now turn to Marcela Kirberger to open the polls and provide the secretary's report.
Thank you so much. It is now 9:00 A.M. on May 15th, 2026. The polls for voting on all matters are open. Solventum shareholders as of March 19th, 2026, the record date, are entitled to vote at this meeting and have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted, or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary for you to vote again. The company has appointed Tony Cardea of Broadridge Financial Solutions to serve as the independent inspector of the election for this meeting. The inspector has submitted his oath of office, which will be filed with the minutes of this meeting.
Broadridge Financial Solutions has certified that the notice of this meeting and distribution of materials commenced on March 27, 2026 to shareholders of record as of March 19, 2026, the record date for this meeting. The company has the list of holders of record of common stocks of the company at the close of business on the record date for this meeting. This list of shareholders has been open for examination at the company for any purpose relevant to this meeting during ordinary business hours for the past 10 days. On the record date, there were outstanding and entitled to vote a total of 173,405,254 shares of common stock.
According to the Inspector of Election, more than a majority of the shares entitled to vote at this annual meeting are represented in person or by proxy, and therefore, a quorum is present.
Thank you, Ms. Kirberger. On the basis of the report of the secretary and the inspector of election, I find that proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. Ms. Kirberger, will you please proceed with a review of the proposals at the meeting?
Yes, thank you. There are three proposals to come before this meeting. The first is the election of Class II directors to serve a two-year term expiring at the 2028 Annual Meeting of Shareholders. The nominees are Carlos Alban, Susan DeVore, Shirley Edwards, and Dr. Bernard Harris Jr. Proposal two asks shareholders to approve an advisory resolution on the fiscal year 2025 compensation of the named executive officers, as described in our proxy statement. Although non-binding, the vote will provide information to our Talent Committee and our board of directors regarding investor sentiment about our executive compensation philosophy, policy, and practices, which our Talent Committee and our board of directors will be able to consider when making future executive compensation decisions.
Proposal three is the ratification of the appointment of PwC as the company's independent registered public accounting firm for the fiscal year ending on December 31st, 2026. The board has recommended that shareholders vote for all director nominees and for proposals two and three . The polls are about to close, so if you have not yet voted, please do so. It is now 9:00 A.M., and the polls are closed. The Inspector of Election has delivered his preliminary report, and I will now announce the preliminary results. Based on the Inspector of Election's preliminary report, each of the nominees for Class II director received more than 80% of the votes cast in favor of his or her election and has been elected as a director of the company to serve for a two-year term that will expire in 2028.
The compensation of our named executive officers for fiscal 2025 received more than 74% of the votes cast in favor of the proposal and has been approved on an advisory basis. The ratification of the appointment of PwC as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026, received more than 99% of the votes in favor, and the appointment has been ratified. We will report the final results of the voting on a Form 8-K to be filed with the SEC within four days of this meeting.
Thank you. That concludes the business for the meeting, and the meeting is adjourned. Please see our investor relations website after the meeting for responses to any questions submitted during the meeting. Ladies and gentlemen, thank you for attending today's meeting.
With that, we'll be concluding today's conference call. We do thank you for attending. You may now disconnect your lines.