Good morning, everyone. My name is Gavin MacBeath, Chief Executive Officer and a Director of TScan Therapeutics, and I will be acting as Chairman of the meeting. The meeting is now called to order. I've asked Zoran Zdraveski, our Chief Legal and Strategy Officer and Secretary, to record the minutes. It is a pleasure to welcome our stockholders to TScan's annual meeting. This meeting is being held in accordance with TScan's amended and restated bylaws and Delaware law. Our meeting today will consist of the formal business at hand, which is described in our notice and proxy statement, a copy of which was mailed or made available on April 17, 2026, to all of our stockholders of record at the close of business on April 15, 2026. During this portion of the meeting, all discussion will be limited to the official business at hand.
Before proceeding to the formal business, I would like to recognize the directors of TScan who are with us today: Stephen Biggar, Katina Dorton, R. Keith Woods, and Garry Nicholson. I'd also like to welcome the members of our executive team and representatives from Deloitte & Touche LLP and representatives from Goodwin Procter LLP, our outside counsel. Let's now 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 15th, 2026. Stockholders of record on that date are welcome to vote at the meeting. We have electronically posted to the virtual meeting platform a record of stockholders as of that date.
A duplicate record has been on file at TScan's principal place of business for the last 10 days immediately prior to the date of this meeting and have been made available for inspection by any stockholder during that period at any time during normal business hours. Rules of conduct for the meeting are available in the Files section in the lower right-hand corner of the screen. Please note that only stockholders who have logged in using their 16-digit control number will be able to vote and ask questions at the meeting. If you have any questions, I encourage you to please submit them now so that they will be in the queue to be answered. If any stockholder wishes to address the chairman during this meeting, please do so by submitting your question in writing through the virtual meeting platform via the link provided.
The board of directors has appointed Marlene Aguilar to act as Inspector of Election for this annual meeting, and she will tabulate results of the voting. The Inspector of Election has signed the oath of her office, which will be filed with the meeting, with the minutes of this meeting. Marlene, do we have a quorum present?
Of the 55,824,722 shares of voting common stock entitled to vote at the meeting, Sorry. All the necessary shares are represented in majority, either in person or by proxy, 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. Let me briefly describe the voting procedures. If you have previously turned in your proxy and do not intend to change your vote, it is not necessary that you complete another proxy or 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 the link provided through the virtual meeting platform. In order to allow stockholders to vote through the virtual meeting platform at any time during this meeting, I now declare the polls open for voting. It is now 8:34 A.M. Eastern time on May 20th, 2026. Our first item of business is the election of directors.
At this meeting, we will be voting on 2 nominees for Class 2 directors to serve for a term of 3 years, all as set forth in the proxy statement. In accordance with the amended and restated bylaws, your directors have nominated Katina Dorton and R. Keith Woods to be elected to serve as Class 2 directors. TScan's amended and restated bylaws require that a stockholder provide advance notice to TScan of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Have we received any questions concerning the proposal? I've been informed that we have not received any questions concerning this proposal.
The second item of business is the ratification of the appointment of Deloitte & Touche LLP as TScan'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 & Touche as TScan's independent registered public accounting firm to audit TScan's financial statements for the fiscal year ending December 31st, 2026. The board of directors approved the selection of Deloitte & Touche and has asked the stockholders to ratify the selection. Stockholder ratification is not required by TScan's amended and restated bylaws. 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 & Touche as TScan's independent registered public accounting firm, the board of directors and the audit committee will reconsider the appointment. If the selection of Deloitte & Touche is ratified, the audit committee, at its discretion, may appoint, may direct the appointment of a different independent registered public accounting firm at any time it decides that such a change would be in the best interest of TScan and its stockholders. Have we received any questions concerning this proposal? I've been informed that we have not received any questions concerning this proposal. The third item of business is the approval of an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of common stock from $300 million to $600 million.
The board of directors unanimously recommends that stockholders vote in favor of this proposal. Have we received any questions concerning the proposal? I've been informed that we have not received any questions concerning this proposal. The fourth item of business is the approval to adjourn the annual meeting to a later date or dates, if necessary or appropriate, to permit the further solicitation and vote of proxies in the event that there are insufficient votes for or otherwise, in connection with the approval of proposal three. The board of directors unanimously recommends that stockholders vote in favor of this proposal. Have we received any questions concerning the proposal? I've been informed that we have not received any questions concerning this proposal. Anyone who has not yet voted and desires to do so, please do so now through the virtual meeting platform.
It is now 8:38 A.M. Eastern Time on May 20th, 2026, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes, and no changes or revocations will be accepted. Inspector of Election, please report on the results of the voting.
With regard to proposal one, a plurality of the shares present or represented and entitled to vote has been voted in favor of the election of the persons nominated. With regard to proposal two, a majority of the votes properly cast have been voted in favor of the ratification of Deloitte & Touche as TScan's independent registered accounting firm for the fiscal year ending December 31, 2026. With regard to proposal three, a majority of the votes properly cast have been voted in favor of the approval of the amendment to the company's amended and restated certificate of incorporation to increase the number of authorized shares of voting common stock from 300 million to 600 million.
With regards to proposal 4, as a result of the approval of proposal 3, a vote on the adjournment proposal will not be necessary and therefore will not be tallied.
Thank you, Marlene. 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 ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be included in our report filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the meeting.