VIR Vir Biotechnology, Inc. - 8-K

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 25, 2026, Saira Ramasastry, M.S., M.Phil., a member of the Board of Directors (the Board) of Vir Biotechnology, Inc. (the Company) and Chair of the Company’s Audit Committee (the Audit Committee), informed the Company that, due to a business conflict, she will be stepping down from her role as a member of the Board and the Audit Committee, effective May 26, 2026. Ms. Ramasastry’s decision to step down from the Board is not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. The Board expresses its appreciation for Ms. Ramasastry’s service as a director and contributions to the Board and the Company.

On May 26, 2026, upon the recommendation of the Nominating and Corporate Governance Committee of the Board, the Board approved the appointment of Robert More, MBA as Chair of the Audit Committee and a decrease in the size of the Board from eight to seven members, each effective upon Ms. Ramasastry’s departure from the Board.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 26, 2026, the Company held its 2026 Annual Meeting of Stockholders (the Annual Meeting). As of the close of business on March 31, 2026, the record date for the Annual Meeting, 161,234,058 shares of Company common stock were outstanding and entitled to vote at the Annual Meeting. A summary of the matters voted upon by stockholders at the Annual Meeting is set forth below.

Proposal 1. Election of Directors

The Company’s stockholders elected the three persons listed below as Class I directors, each to serve until the Company’s 2029 Annual Meeting of Stockholders and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. The final voting results are as follows:

Votes For

Votes Withheld

Broker Non-Votes

Robert More, MBA

114,856,835

6,833,096

16,677,343

Janet Napolitano, J.D.

67,235,175

54,454,756

16,677,343

Elliott Sigal, M.D., Ph.D.

115,030,681

6,659,250

16,677,343

Proposal 2. Advisory Vote on Executive Compensation

The Company’s stockholders approved, on an advisory basis, the compensation of the Company’s named executive officers. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

108,453,963

11,863,405

1,372,563

16,677,343

Proposal 3. Ratification of Appointment of Independent Registered Public Accounting Firm

The Company’s stockholders ratified the appointment by the Audit Committee of the Company’s Board of Directors of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The final voting results are as follows:

Votes For

Votes Against

Abstentions

Broker Non-Votes

137,048,756

153,836

1,164,682

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