Transcription of the 2025 CytoDyn Annual Meeting of Stockholders has been sponsored by Garret Morris.
https://www.youtube.com/watch?v=GwSh0dAaqIA
[Meeting Leader]
The broadcast is now starting all attendees are in listen only mode.
Hello, and welcome to the 2025 annual meeting of stockholders of CytoDyn, Inc. Before we get started, I would like to go over a few items. So, you know, how to participate in today's meeting.
You have joined the annual meeting using your computer speaker system by default. If you would prefer to join over the telephone, just select phone call in the audio pane and the dial in information will be displayed during the meeting. You can submit questions or comments through chat at any time by typing your questions into the question slash chat pane of the control panel.
Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting. You may also submit questions on our business operations and related issues, which will be addressed as appropriate via future company update. Today's meeting is being recorded.
I would now like to introduce Tanya Urbach.
Go ahead.
[Tanya Durkee Urbach]
Good morning, ladies and gentlemen, I am Tanya Durkee Urbach, the chair of the board of directors of cited. It is my pleasure to welcome you to CytoDyn's 2025 annual meeting of stockholders.
We are holding today's meeting as a live virtual webcast. Pursuant to the company's bylaws, I will act as the presiding officer of this meeting. The time is now 932 a.m. Pacific time on November 21st 2025 and I hereby call this meeting to order and declare the polls open for each matter to be voted upon today. You may vote your shares by ballot by clicking the link on the right hand side of the chat pane on your screen. Tyler Blok our chief legal officer will act as secretary of this meeting and record the minutes. We also have members of our board of directors and executive team attending the meeting today.
As well as Amanda Ramo of Alliance Advisors our proxy solicitor and inspector of election and representatives from CBiz are independent public accounting firm. In order to ensure that the business of the meeting proceeds in an orderly fashion. We ask that you please observe the rules and procedures for the meeting, which may be accessed on the right hand side of the virtual meeting console.
We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experienced technical difficulties. Please allow for some time for these difficulties to be resolved.
Our operator may also provide updates through the phone bridge. This annual meeting is being held in accordance with the company's organizational documents and Delaware law. During the meeting, we will address the matters described in the company's proxy statement dated September 29 2025. Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting.
Questions or comments may be submitted by clicking on the Q&A icon on the right hand side of your screen, typing your question and clicking send. You may also submit questions on our business operations related issues, which will be addressed as appropriate via a future company update. I have proof by affidavit that the notice of internet availability of proxy materials for the meeting was mailed on or about September 29 2025 to all stockholders of record at the close of business on September 25 2025, which was the record date for the meeting.
Copies of the proxy statement, which includes the notice of meeting and the affidavit of mailing will be filed with the minutes of the meeting. We have appointed Amanda Ramo of Alliance Advisors to act as inspector of election for this meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting.
The inspector of election has a list of the company's stockholders of record as of the record date. A list of the company's stockholders of record as of the record date is available for inspection during this meeting on the virtual meeting website. The inspector of election has advised me that we have present virtually or by proxy at least a majority of the voting power of all issued and outstanding shares of our voting stock entitled to vote at the annual meeting.
Accordingly, we will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the inspector of election. Let me briefly describe the voting procedures. Stockholders of record, as of the close of business on the record date, street name holders who hold a legal proxy, the holders of proxies for record stockholders with evidence of authority, in each case who are attending the meeting, may vote their shares by ballot until we announce that the polls are closed.
If you have already submitted your vote for your shares, you do not need to vote today by ballot unless you want to change your previous vote. If you wish to vote by ballot today, please access the ballot via the link available on the right hand side of your console in the chat pane and follow the instructions provided. Voting by ballot at this meeting revokes any prior proxy you may have submitted.
Remember, you must submit your ballot before the polls close in order for it to be counted. The first item of business is the election of directors. As indicated in the company's proxy statement, at today's meeting, five directors will be elected to serve on the board of directors for a one-year term until their respective successors are duly elected and qualified or until his or her earlier death, resignation, or removal.
All of the company's nominees have been duly nominated. Our nominating and corporate governance committee has recommended and our board of directors has approved Tanya Durkee Urbach, Dr. Lishomwa C. Ndhlovu, Dr. Karen J. Brunke, Ryan M. Dunlap, and Stephen M. Simes as nominees for the election to the board of directors at this meeting.
The second item of business is the ratification on an advisory basis of the selection of CBiz as our independent registered public accounting firm for the fiscal year ending May 31, 2026. The third item of business is the approval on an advisory basis of the compensation of our named executive officers. The fourth item of business is the approval on an advisory basis of the frequency of holding an advisory vote on executive compensation.
The fifth item of business is the approval of a proposal to amend the company's certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares. We will not be voting on the sixth item of business included in the meeting notice because sufficient votes have already been received to approve the proposed increase of our common stock. Our board of directors has unanimously recommended that you vote for each of the board's director nominees one year on the fourth proposal and for each of the remaining proposals.
Our proxy statement for this meeting contains information about each proposal. If you're voting today, you must submit your votes at this time in order for them to be counted by the inspector of elections. The inspector of election will not accept ballots, proxies or votes or any changes or ratifications submitted after the closing of the polls.
I will now pause briefly to allow for voting.
Thank you. Polls for each matter to be voted on at this meeting will close shortly.
It is now 942 a.m. Pacific time and the polls for each matter to be voting on at this meeting are now closed. Based on the preliminary tabulation by the inspector of election, we believe that each of the company's director nominees has been elected to serve on the board until the company's 2026 annual meeting of stockholders. The proposal to ratify the selection of CBiz as our independent registered public accounting firm for the fiscal year ending May 31, 2026 has been approved.
The proposal to approve the compensation of our named executive officers has been approved. One year is the approved frequency for holding an advisory vote on executive compensation. And the proposal to amend the company's certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares has been approved.
Again, these are the preliminary results of voting. The final results of voting 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 reported in the current report on Form 8K that the company will file with the Securities and Exchange Commission in due course.
This concludes the formal business of today's annual meeting of stockholders. I declare that the 2025 annual meeting of stockholders is hereby adjourned at 943 a.m. Pacific time on November 21, 2025.
[Meeting Leader]
This concludes the stockholder meeting. Thank you to all stockholders for attending today's meeting. Enjoy the rest of your day.
https://www.youtube.com/watch?v=GwSh0dAaqIA
[Meeting Leader]
The broadcast is now starting all attendees are in listen only mode.
Hello, and welcome to the 2025 annual meeting of stockholders of CytoDyn, Inc. Before we get started, I would like to go over a few items. So, you know, how to participate in today's meeting.
You have joined the annual meeting using your computer speaker system by default. If you would prefer to join over the telephone, just select phone call in the audio pane and the dial in information will be displayed during the meeting. You can submit questions or comments through chat at any time by typing your questions into the question slash chat pane of the control panel.
Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting. You may also submit questions on our business operations and related issues, which will be addressed as appropriate via future company update. Today's meeting is being recorded.
I would now like to introduce Tanya Urbach.
Go ahead.
[Tanya Durkee Urbach]
Good morning, ladies and gentlemen, I am Tanya Durkee Urbach, the chair of the board of directors of cited. It is my pleasure to welcome you to CytoDyn's 2025 annual meeting of stockholders.
We are holding today's meeting as a live virtual webcast. Pursuant to the company's bylaws, I will act as the presiding officer of this meeting. The time is now 932 a.m. Pacific time on November 21st 2025 and I hereby call this meeting to order and declare the polls open for each matter to be voted upon today. You may vote your shares by ballot by clicking the link on the right hand side of the chat pane on your screen. Tyler Blok our chief legal officer will act as secretary of this meeting and record the minutes. We also have members of our board of directors and executive team attending the meeting today.
As well as Amanda Ramo of Alliance Advisors our proxy solicitor and inspector of election and representatives from CBiz are independent public accounting firm. In order to ensure that the business of the meeting proceeds in an orderly fashion. We ask that you please observe the rules and procedures for the meeting, which may be accessed on the right hand side of the virtual meeting console.
We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experienced technical difficulties. Please allow for some time for these difficulties to be resolved.
Our operator may also provide updates through the phone bridge. This annual meeting is being held in accordance with the company's organizational documents and Delaware law. During the meeting, we will address the matters described in the company's proxy statement dated September 29 2025. Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting.
Questions or comments may be submitted by clicking on the Q&A icon on the right hand side of your screen, typing your question and clicking send. You may also submit questions on our business operations related issues, which will be addressed as appropriate via a future company update. I have proof by affidavit that the notice of internet availability of proxy materials for the meeting was mailed on or about September 29 2025 to all stockholders of record at the close of business on September 25 2025, which was the record date for the meeting.
Copies of the proxy statement, which includes the notice of meeting and the affidavit of mailing will be filed with the minutes of the meeting. We have appointed Amanda Ramo of Alliance Advisors to act as inspector of election for this meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting.
The inspector of election has a list of the company's stockholders of record as of the record date. A list of the company's stockholders of record as of the record date is available for inspection during this meeting on the virtual meeting website. The inspector of election has advised me that we have present virtually or by proxy at least a majority of the voting power of all issued and outstanding shares of our voting stock entitled to vote at the annual meeting.
Accordingly, we will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the inspector of election. Let me briefly describe the voting procedures. Stockholders of record, as of the close of business on the record date, street name holders who hold a legal proxy, the holders of proxies for record stockholders with evidence of authority, in each case who are attending the meeting, may vote their shares by ballot until we announce that the polls are closed.
If you have already submitted your vote for your shares, you do not need to vote today by ballot unless you want to change your previous vote. If you wish to vote by ballot today, please access the ballot via the link available on the right hand side of your console in the chat pane and follow the instructions provided. Voting by ballot at this meeting revokes any prior proxy you may have submitted.
Remember, you must submit your ballot before the polls close in order for it to be counted. The first item of business is the election of directors. As indicated in the company's proxy statement, at today's meeting, five directors will be elected to serve on the board of directors for a one-year term until their respective successors are duly elected and qualified or until his or her earlier death, resignation, or removal.
All of the company's nominees have been duly nominated. Our nominating and corporate governance committee has recommended and our board of directors has approved Tanya Durkee Urbach, Dr. Lishomwa C. Ndhlovu, Dr. Karen J. Brunke, Ryan M. Dunlap, and Stephen M. Simes as nominees for the election to the board of directors at this meeting.
The second item of business is the ratification on an advisory basis of the selection of CBiz as our independent registered public accounting firm for the fiscal year ending May 31, 2026. The third item of business is the approval on an advisory basis of the compensation of our named executive officers. The fourth item of business is the approval on an advisory basis of the frequency of holding an advisory vote on executive compensation.
The fifth item of business is the approval of a proposal to amend the company's certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares. We will not be voting on the sixth item of business included in the meeting notice because sufficient votes have already been received to approve the proposed increase of our common stock. Our board of directors has unanimously recommended that you vote for each of the board's director nominees one year on the fourth proposal and for each of the remaining proposals.
Our proxy statement for this meeting contains information about each proposal. If you're voting today, you must submit your votes at this time in order for them to be counted by the inspector of elections. The inspector of election will not accept ballots, proxies or votes or any changes or ratifications submitted after the closing of the polls.
I will now pause briefly to allow for voting.
Thank you. Polls for each matter to be voted on at this meeting will close shortly.
It is now 942 a.m. Pacific time and the polls for each matter to be voting on at this meeting are now closed. Based on the preliminary tabulation by the inspector of election, we believe that each of the company's director nominees has been elected to serve on the board until the company's 2026 annual meeting of stockholders. The proposal to ratify the selection of CBiz as our independent registered public accounting firm for the fiscal year ending May 31, 2026 has been approved.
The proposal to approve the compensation of our named executive officers has been approved. One year is the approved frequency for holding an advisory vote on executive compensation. And the proposal to amend the company's certificate of incorporation to increase the total number of authorized shares of common stock from 1,750,000,000 to 2,250,000,000 shares has been approved.
Again, these are the preliminary results of voting. The final results of voting 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 reported in the current report on Form 8K that the company will file with the Securities and Exchange Commission in due course.
This concludes the formal business of today's annual meeting of stockholders. I declare that the 2025 annual meeting of stockholders is hereby adjourned at 943 a.m. Pacific time on November 21, 2025.
[Meeting Leader]
This concludes the stockholder meeting. Thank you to all stockholders for attending today's meeting. Enjoy the rest of your day.
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