Hello, and welcome to the Annual Meeting of Stockholders of Sarepta Therapeutics, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Dr. M. Kathleen Behrens. Dr. Behrens, the floor is yours. Thank you. Welcome to the 2026 Annual Meeting of Stockholders for Sarepta Therapeutics. It is now 10:00 A.M. Eastern Time, and the meeting will please come to order. My name is Dr. M. Kathleen Behrens, and as Chairwoman Board of Directors of Sarepta, I will be presiding over this meeting. Our Corporate Secretary will record the proceedings. Today's meeting will follow the agenda that is attached in the Documents section of the webcast. If you have questions or comments during the meeting, we ask that you post these questions by clicking on the Messages icon in the online meeting site. Please note, only questions that are germane to the purpose of this meeting will be addressed. Joining me today are the following current members of the Sarepta Board of Directors: Douglas Ingram, Chief Executive Officer, Richard Barry, Dr. Kathryn Boor, Michael Chambers, Dr. Stephen Mayo, Dr. Claude Nicaise, Deirdre Connelly, and Dr. Hans Wigzell. Also present today are the members of the company's executive committee: Ian Estepan, President and Chief Operating Officer, Louise Rodino-Klapac, President, Research and Development and Technical Operations, Cristin Rothfuss, Executive Vice President, General Counsel, Ryan Wong, Executive Vice President, Chief Financial Officer, Diane Berry, Executive Vice President, Chief Global Policy and Advocacy Officer, Patrick Moss, Executive Vice President, Chief Commercial Officer, Alison Nasisi, Executive Vice President, Chief People Officer, and James Richardson, Executive Vice President, Chief Medical Officer. In addition, Stephen Briggs and Stacy Farese of KPMG, the company's independent registered public accountants, have joined us Board of Directors has appointed Computershare to serve as Inspector of Election. Gary Biever of Computershare will determine, first, the number of shares outstanding, second, the shares represented at the meeting, and third, the validity of the proxies and ballots. Mr. Biever will also tabulate the votes for this annual meeting. We have a quorum present, which allows us to proceed to the official business of this meeting. We also have an affidavit from Computershare, the company's Inspector of Elections, certifying that the notice of Internet availability of proxy materials was mailed and deposited with the United States Post Office commencing on or about April 24th, 2026, to each shareholder of record as of April 8th, 2026. The company has not received notice from any shareholders, as required under its bylaws, of any other matters required to be considered at today's meeting, and therefore, no other proposals may be properly introduced by stockholders. I will now turn to the official business of this meeting. The first matter to be voted upon is Proposal One, the election of Class I directors for the two-year term expiring at the 2028 Annual Meeting of Stockholders and until their successors are elected and qualified for their earlier death, resignation, or removal. Board of Directors favors the election of the following individuals: Douglas S. Ingram, Hans Wigzell, MD, PhD, Kathryn Boor, PhD, Michael Chambers, and Deirdre Connelly. The second matter to be voted upon is Proposal Two, the advisory vote on the 2025 named executive officer compensation. The third matter to be voted upon at this meeting is Proposal Three, to approve the company's 2026 equity incentive plan. The fourth matter to be voted upon is Proposal Four, to approve the company's 2026 employee stock purchase plan. The fifth matter to be voted upon at this meeting is Proposal Five, the ratification of the selection of KPMG as the independent registered public accounting firm for the company for 2026. We will now proceed to vote on the motions for Proposals One through Five. Stockholders who returned a proxy card or voted via telephone or Internet and do not wish to change their vote do not need to take any further action. If you wish to vote at this meeting and have not yet done so, you may do so now by clicking on the Cast Your Vote button on the web portal and following the instructions there. At this time, we will take questions from our stockholders. When submitting your questions, please indicate your name, business affiliation, and whether you are a stockholder or a proxy for a stockholder. Please note we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. The first question is actually not directed to the company. It's directed to large shareholders, and there are no large shareholders currently taking part of the meeting, so the question isn't appropriate nor can be answered here. The second question we've received is around Mr. Ingram and Mr. Wigzell's re-election to the Board. The shareholder created a proposal requesting that they no longer be on the Board, but Sarepta responded that their departure would be disruptive to our operations, and the shareholder wants to understand why that would be disruptive when Mr. Ingram was stepped down from the Arrowhead Board, but there was no disruption from that perspective. First of all, thank you for the question. Board composition and turnover is a very important subject for the Board to consider. I'm sure all of you are aware that it's been a very tumultuous 12 months for the company, actually 12 to 18 months for the company. The most important factors that the board considers when looking at tenure for board members would be the following items, in particular, in 2026. First is stability and retention of employees. Second will be performance. I'm sure all of you are very much aware that there are many things that the company needs to get done, in particular, in light of a lot of the turnover that we had last year and in light of the risk that we had for the company in July of 2025. Third, we have announced that Doug Ingram plans to retire later this year after a CEO search for his successor has been completed. It's extremely important that we retain both Dr. Wigzell, Dr. Ingram's continuity for a lot of the work that we are doing this year, and in particular, for Doug Ingram to get the performance that we need for the company while we're undertaking the search for his successor. I hope that answers the question about why it was very important to us, because of the work that both of these directors do, and in particular with the succession plan underway, to retain them for us to be able to get the work done that we need to get done. Third question is, given the results and the current state of the company, the 2018 equity incentive plan did not accomplish the purpose for which it was created. Why would shareholders accept significant dilution and approve the 2026 equity incentive plan put together by so many of the same executive consultants and directors in the 2018 plan? Thank you for the question. Equity plans are not a mechanism to control stock price. No incentive plans can do that, particularly against exogenous safety events. What they do is align management with shareholders by making executive owners whose realizable value rises and falls with the stock, and over this period, the value of outstanding equity awards fell alongside shareholders. Management faced significant losses as well, as the plan is intended. The 2026 plan is a standard necessary tool to attract and retain talent and to keep that alignment intact going forward. Thank you for the question. I do not believe there are any further questions. We'll wait if there's any questions that come up in the next couple of minutes. Two more questions came in. I'd like to poll the directors that are up for election. If elected, will you commit to not seeking re-election in two years if the company is not ranked above the median relative to peers over the next two-year period? Please explain if you choose not to commit to this. Sure. Just to repeat the question. I'd like to poll the directors that are up for election. If elected, will you commit to not seeking re-election in two years if the company is not ranked above the median relative to peers over the next two-year period? This is Kathy Behrens. I'm going to make a couple of general comments. There are many things that we're engaged in as I speak to improve and enhance the company's performance. We've been very specific. Doug Ingram and the rest of the management team has been very specific about what our goals are in 2026 to enhance and improve performance. I would say that we're very much underway in making significant progress with all of those benchmarks. We've, in fact, already reported our first quarter results, and from a financial perspective, we were exactly in the range that we had predicted for and anticipated for our shareholders. The decision about which directors stay or get reelected or do not get reelected or stand for re-election will get made at a later time when we consider the other actions that are underway this year. In particular, our recruitment for successor CEO for Mr. Ingram. We'll also obviously consider the performance of the company in all of the different areas that I just listed. At a later time and date, we will then consider who will stand for re-election and will not stand for re-election based upon many of the factors I just listed. Okay. Next question. Mr. Ingram stepped down earlier this year, soon after being awarded a big pay package in December of 2025. I assume the Board didn't know of his plans when it awarded the package. In light of his departure, what steps will the board take to rescind the package? Thank you for the question. The timing of the December grant and February retirement announcement is a reasonable question. The grant decision was made through the Compensation Committee and board's regular compensation process and was not tied to a planned departure. The award was discussed in June of 2025 after the employment agreement expired and the CEO no longer had unvested equity. The grant was delayed to December as the board focused on restructuring and other mission-critical items. The board was formally notified of the retirement in late February of 2026. Why do members of the Board still believe that the reelection of Doug Ingram and Hans Wigzell is appropriate given the performance of the company over the long tenure? I believe I answered that question at some length just a minute or two ago. Thank you. With that, I think that was the last question. Thank you. Great. We will now close the voting polls with respect to the five proposals in the proxy statement. Since the voting polls are now closed, I move that the official business portion of this meeting be concluded. May I have a second? I second the motion. I would now ask Mr. Biever to summarize the tabulation of stockholder votes on the proposals raised at this Annual Meeting. Thank you, Dr. Behrens. The preliminary tabulations of results are as follows. Proposal One, our preliminary tabulation of votes received immediately prior to and at this meeting indicate that the director nominees named in the proxy statement, Douglas S. Ingram, Hans Wigzell, M.D., Ph.D., Kathryn J. Boor, Ph.D., Michael Chambers, and Deirdre Connelly, have been elected to serve for the two-year term expiring at the 2028 Annual Meeting of Stockholders. Proposal Two, our preliminary tabulation of votes received immediately prior to and at this meeting indicate that the advisory vote on 2025 named executive officer compensation has been approved. Proposal Three, our preliminary tabulation of votes received immediately prior to and at this meeting indicate that the company's 2026 equity incentive plan has been approved. Proposal Four, our preliminary tabulation of votes received immediately prior to and at this meeting indicate that the company's 2026 employee stock purchase plan has been approved. Proposal Five, our preliminary tabulation of votes received immediately prior to and at this meeting indicate that the selection of KPMG LLP as the independent registered public accounting firm for the company for 2026 has been ratified and approved. I would like to thank all of you for attending Sarepta's 2026 Annual Meeting of Stockholders. The meeting is now adjourned with respect to all matters. I hope you enjoy the rest of your day. Thank you. This concludes the meeting. You may now disconnect.
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