Good morning, and welcome to the 2026 Annual Meeting of Stockholders of Spero Therapeutics. It is 9:00 A.M. I am Esther Rajavelu, the President, CEO, and CFO of the company, and I will be presiding at this meeting. Today's meeting is a live webcast. We hope that this virtual meeting will maximize the participation of stockholders regardless of their location. Thank you very much to those who are participating in our meeting today. Before we begin, I would like to make some introductions to our board members before introducing certain members of the Spero team. Let me recognize the following members of our board who are present today on the webcast: Frank Thomas, Milind Deshpande, Scott Jackson, John Pottage, Cynthia Smith, Kathleen Tregoning, and Patrick Vink.
We are also joined today by the following members of the Spero team: Maegan Deare, VP and Head of Legal and Corporate Secretary, John Raymond, SVP of Finance and Business Ops, Sheila Finan, SVP and Controller, Shai Biran, Senior Director, Head of Investor Relations, Peter Castrichini, Assistant Controller, and Will Cushing, Corporate Counsel. Additionally, we have the following outside advisors who support Spero with us on the webcast as well, including John Coffey, Audit Partner of PricewaterhouseCoopers LLP, the company's Independent Auditor, and Jillian Ferrigno, Senior Associate, and Caroline Dotolo of WilmerHale, our External Counsel. In terms of the format of the meeting, Maegan Deare, as our Corporate Secretary, will guide us through the formal business of the meeting as set forth in the notice of the meeting and the proxy statements.
Following the formal business, we will adjourn the meeting. We will take questions from stockholders as applicable. Maegan?
Thanks, Esther. Notice of this meeting was mailed on or about April 27th, 2026, to stockholders of record on April 24th, 2026. The agenda for the meeting, as indicated in the notice and accompanying documents sent to you, is to vote on the following proposals. First, to elect two Class III directors to serve three-year terms expiring in 2029. Second, to ratify the appointment of PricewaterhouseCoopers LLP as Spero's independent registered public accounting firm for the current fiscal year. Third, to approve by an advisory vote the compensation of the company's named executive officers. Fourth, to approve an amendment to the company's certificate of incorporation to increase the total number of shares of common stock authorized for issuance from 120,000- 240,000 shares. Fifth, to approve the adoption of the company's 2026 stock incentive plan.
We will now consider and call to a vote each proposal in that same order. The proposals are described in detail in the proxy statement mailed to you along with the notice of annual meeting. The polls for each matter are open for voting, and they will remain open until we announce that the polls are closed, which will occur after we have read the description of all proposals to be voted on at this meeting or such earlier time as may be announced. No ballots or proxies or revocations thereof or changes thereto will be accepted after the polls are closed. The Inspector of Elections will announce the results of the voting at the end of the formal part of this meeting.
Before we address the proposals to be voted today, we would like to point out that most stockholders have already cast their votes by completing a proxy card or by voting over the Internet. These votes have already been tabulated by Broadridge, our proxy solicitor. If you have not already cast your vote by completing and returning a proxy card or by voting over the Internet, or if you would like to change your vote, you may do so by filling out a voting ballot electronically this morning by clicking on the link provided online. Robert Johnson will act as Inspector of Elections at this meeting. The inspector's function is to decide upon the qualifications of voters, accept their votes, and tally the ballots cast.
I've been informed by the Inspector of Elections that proxies have been received for 41,061,190 of the 57,901,493 shares of common stock outstanding on the record date, which represents approximately 70.9% of the total number of outstanding shares. This constitutes a quorum for the transaction of business.
I hereby declare this meeting duly convened for the transaction of all business as may properly come before it. Let's now proceed to voting on each of the proposals.
Voting on proposal number one, which is the election of directors. If you have not voted or wish to change your vote, you may do so by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote need not take any further action. The polls will be open for approximately the next five minutes or so to vote on all matters on the agenda. After voting has been completed on all matters on the agenda, the votes will be counted. The first proposal is to elect Milind Deshpande and Kathleen Tregoning, each as Class III directors for a term of three years to serve until the 2029 annual meeting of stockholders and until their respective successors are elected and qualified. Additional information about them is included in the proxy statement.
We hereby declare that each nominee has been duly nominated and that Spero has not received notice of any other nominations. Accordingly, all nominations are closed. Voting on proposal number two, which is the ratification of independent accountants. The second item on today's agenda is the ratification of the appointment by the Board of Directors of PricewaterhouseCoopers as Spero's independent auditor for the current fiscal year. Voting on number three, which is the approval by advisory vote of the compensation of the company's named executive officers. The third item on the agenda is the approval by advisory vote of the compensation of the company's named executive officers.
The fourth item on today's agenda is the approval and amendment to the company's amended and restated certificate of incorporation as amended to increase the total number of shares of common stock authorized for issuance thereunder from 120 million - 240 million shares. The fifth and final item on today's agenda is the approval of the company's 2026 stock incentive plan to replace the company's amended and restated 2017 stock incentive plan, which will expire by its terms on June 30th, 2027.
May we have the results of the voting, please?
Yes. This concludes the proposals to be voted on at the annual meeting. It is now 9:07 A.M. on June 23rd, 2026, and the polls are now closed for voting on each proposal number one through five. Let's now turn to the results of the voting. With respect to proposal number one, Milind Deshpande and Kathleen Tregoning have been duly elected as directors of the company, each obtaining the required plurality voting for. With respect to proposal number two, the appointment of PricewaterhouseCoopers has been ratified with the requisite number of shares having been voted for this proposal. With respect to proposal number three, the advisory vote on the compensation of our named executive officers has been approved with the requisite number of shares having been voted for this proposal.
With respect to proposal number four, the amendment to the company's amended and restated certificate of incorporation as amended to increase the total number of shares of common stock authorized for issuance thereunder from 120 million - 240 million shares has been approved with the requisite number of shares being voted for this proposal. With respect to proposal number five, the company's 2026 stock incentive plan to replace the company's amended and restated 2017 stock incentive plan has been approved with the requisite number of shares having been voted for this proposal. A full tally of the votes will be published in a Form 8-K that the company will file with the Securities and Exchange Commission within four business days of today's meeting.
Thank you for attending today's meeting. The meeting is now adjourned.
I would like to acknowledge that we've got a couple of questions during the course of the meeting, which we will be responding to directly. We appreciate everyone who came and attended the meeting. Thank you very much for your time. I hope you have a wonderful day.
This concludes today's call. Thank you for your participation. You may now disconnect.