Good morning, everyone. My name is David Hallal, Chief Executive Officer and Chairman of the Board of Scholar Rock Holding Corporation. I will also serve as chair of this meeting. The meeting is now called to order. It is a pleasure to welcome our stockholders and guests to this virtual annual meeting of Scholar Rock Holding Corporation.
This meeting is being held in accordance with the corporation's bylaws and Delaware law. Our meeting today will consist of two phases. First, we will take care of the formal business at hand, which is described in our notice and proxy statement, a copy of which was mailed on or about April 22nd, 2026, to all of our stockholders of record at the close of business on April 10th, 2026. During this portion of the meeting, all discussion will be limited to the official business to be conducted at this meeting.
Subsequently, we will answer general questions at the end of the meeting. Before proceeding to the formal business, I would like to introduce the directors and members of management of the corporation who have joined us today. Our directors who are present include myself, Srini Akkaraju, Richard Brudnick, Jeffrey Flier, Michael Gilman, Katie Peng, Joshua Reed, and Akshay Vaishnaw, Board Member and President of R&D.
Members of management who are present include myself, Akshay, Keith Woods, Chief Operating Officer, Vikas Sinha, Chief Financial Officer, Junlin Ho, General Counsel and Corporate Secretary, Jing Marantz, Chief Medical Officer, Rebecca McLeod, Chief Brand Officer and U.S. General Manager, Caryn Parlavecchio, Chief Human Resources Officer, Mo Qatanani, Chief Scientific Officer, and Lisa Wyman, Chief Technical and Quality Officer. Our outside counsel, Goodwin Procter, is represented by Sharon Achbach and Jesse Fishman.
Now let's proceed to the formal business of the meeting, notice of which was sent to all stockholders of record as of the close of business on April 10th, 2026. Stockholders of record on that date are entitled to vote at this meeting. We have at this meeting, on the virtual platform, a record of stockholders as of that date. A duplicate record has been on file with the Secretary of the Corporation for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours.
As each of you entered the virtual meeting web portal this morning, you were given access to an agenda and rules of conduct for the meeting. It is our intention to conduct this meeting in accordance with these documents. There will be an opportunity for questions about each of the proposals after they are presented. If you have any questions, please submit them using the "ask a question" field on the virtual platform. Please adhere to the rules of conduct in addressing this meeting.
The board of directors has appointed Junlin Ho to act as Inspector of Elections for this annual meeting, and she will tabulate results of the voting. The Inspector of Elections has signed the oath of her office, which will be filed with the minutes of this meeting. Junlin, do we have a quorum present?
David, of the 119,301,886 shares of common stock entitled to vote at the meeting, 114,676,017 shares are represented, either through virtual presence or by proxy, and therefore, a quorum is present.
I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called. I have asked Junlin Ho, our General Counsel, to briefly describe the voting procedures.
We will vote by proxy and by virtual ballot. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot. Your vote will be counted. If you are eligible to vote and have not submitted your proxy, or if you want to change your vote, you may do so by clicking on Voting on the virtual platform.
It is now shortly after 12:00 P.M. on June 4th, 2026, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of directors. At this meeting, we will be voting on four nominees for Class II directors to serve for a three-year term ending at the 2029 annual meeting, all as set forth in the proxy statement.
Based on the recommendation of the Nominating and Corporate Governance Committee of the board, our board has nominated David Hallal, Kristina Burow, Michael Gilman, and Katie Peng for election as directors to serve for a three-year term ending at the 2029 annual meeting or until their successors are elected and qualified.
Each nominee is a current member of our board and has consented to serve if elected. For Proposal 1, the election of directors, the nominees receiving the plurality of votes entitled to vote and cast will be elected as directors. The corporation's bylaws require that a stockholder provide advance notice to the corporation of a stockholder's intent to nominate persons as directors. There are no other nominees. Accordingly, I declare the nominations for directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal.
The second item of business is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2026. The audit committee of the board of directors, which is comprised entirely of independent directors, appointed Deloitte as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending December 31st, 2026.
The board of directors approved the selection of Deloitte and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. However, the board of directors is submitting this to the stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of Deloitte as the corporation's independent registered public accounting firm, the board of directors and the audit committee will reconsider the appointment.
Third item of business is the approval on a non-binding advisory basis of the compensation of our named executive officers. The affirmative vote of the majority of the votes cast is required to approve the non-binding advisory vote on the compensation of our named executive officers. The Board of Directors recommends that stockholders vote in favor of this proposal.
We will now open the meeting for any questions. Questions related to matters to be voted on at this annual meeting shall be answered during the meeting. All other questions shall be answered following the meeting. If you have not already submitted a question, please do so now using the Ask a Question field on the virtual platform. We will now give everyone a moment to submit any questions they may have. Have any questions been submitted? No questions have been submitted.
Question and answer portion of the meeting is now closed. We will now proceed with the voting, which I have asked Junlin Ho, our General Counsel, to oversee.
Anyone who is voting by virtual ballot and has not already done so during this meeting, please click on Vote Here on the virtual platform and mark your virtual ballot now. We will now give everyone a moment to mark their virtual ballots. As a reminder, if you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or virtual ballot.
The Inspector of Elections will not accept virtual ballots, proxies or votes or any changes or revocations submitted after the closing of the polls. It is now 12:09 P.M. on June 4th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional virtual ballots, proxies or votes, and no changes or revocations will be accepted.
Inspector of Elections, please report on the preliminary results of the voting. With regard to proposal one, the four nominees received the plurality of votes entitled to vote and be cast. With regard to proposal two, a majority of the shares present or represented and entitled to vote have been voted in favor of the ratification of Deloitte as the corporation's independent registered accounting firm for the year ending December 31, 2026. With regard to proposal three, the compensation of our named executive officers has been approved on a non-binding advisory basis.
Thank you, Junlin. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any virtual ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Elections and will be included in the minutes of the meeting.
The final results will also be included in a Form 8-K filed with the SEC. With the formal meeting now adjourned, we are able to address any general questions or issues raised by stockholders. Let's pause briefly to see whether any questions were submitted. While we pause to assemble the questions, I will remind stockholders that in responding to questions, we will make forward-looking statements pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.
Please be aware that all such forward-looking statements involve risks and uncertainties, such as those detailed in our SEC filings, including our 10-K and our most recent 10-Q. Any forward-looking statements that we make must be considered in light of these factors. Actual results may vary materially. There being no other matters for consideration at this meeting, since there were no questions, I hereby adjourn this meeting. I'd like to conclude by thanking stockholders for their attendance today and for their continued support of our company. Thank you.
The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.