Sarepta Therapeutics, Inc. ($SRPT)

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 a.m. Eastern Time, and the meeting will please come to order. My name is Dr. M. Kathleen Behrens, and as Chairwoman of the 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. [Operator Instructions] 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; Mr. 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; [indiscernible] Berry, Executive Vice President, Chief Global Policy and Advocacy Officer; Patrick Moss, Executive Vice President, Chief Commercial Officer; [ Alison Masisi, ] Executive Vice President, Chief People Officer; and James Richardson, Executive Vice President, Chief Medical Officer. In addition, [ Stephen Briggs and Stacey Farese ] of KPMG, the company's independent registered public accountants have joined us today. The Board of Directors has appointed Computershare to serve as Inspector of Election. [indiscernible] 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. Biver ] 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 24, 2026, to each shareholder of record as of April 8, 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 1, the election of Class 1 directors for the 2-year term expiring at the 2026 Annual Meeting of Stockholders and until their successors are elected and qualified or their earlier death, resignation or removal. The current 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 2, the advisory vote on the 2025 named Executive Officer compensation. The third matter to be voted upon at this meeting is proposal 3, to approve the company's 2026 equity incentive plan. The fourth matter to be voted upon is proposal 4, to approve the company's 2026 employee stock purchase plan. The fifth matter to be voted upon at this meeting is proposal 5, 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 1 through 5. 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. [Voting]

At this time, we will take questions from the [indiscernible]. When submitting questions, please indicate your name business affiliation and whether you are a stockholder aid or a proxy or a stock. 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 is inappropriate nor to be answered here. The second question we've received is around Mr. Ingram and Mr. Wigzell's reelection to the Board, direct the shareholder rate proposal requesting that they no longer be on the Board, but [indiscernible] 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 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. And the most important factors that the Board considers when looking at tenure for Board members with the following items: in particular, in 2026, first is stability and retention of employees. A 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 are -- 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 doctor -- excuse me, 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 a search for his successor. So I hope that answers the question about why we -- 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 in the current state of the company, the 2018 equity incentive plan to not accomplish the purpose for which it was created, why would shareholders accept significant dilution and approved the 2026 fixed 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. So management faced significant losses as well as the plan is intended. The 2026 plan is a standard necessary tool to attract and maintain talent and to keep that alignment intact going forward. Thank you for the question.

I do not believe there are any further questions, but we'll wait to see if there's any questions that come up in the next couple of minutes. Two more questions came in. I'd like to pull the directors that are up for election. If elected, will you commit to not seeking reelection in 2 years. If the company is not ranked above the median relative peers over the next 2-year period. Please explain if you choose not to commit. Sure. Just to repeat the question, I'd like to pull the directors that are up for election. If elected, will you commit to not seeking reelection in 2 years if the company is not ranked above the median relative to peers over the next 2-year period.

I'm going to make a couple of -- this is Kathy Behrens, so I'm going to make a couple of general comments. There are many things that were 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 has been very specific about what our goals are in 2026 to enhance and improve performance. And 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 reelection, will get made at a later time when we consider the other actions that are underway this year, in particular, our recruitment for a successor CEO or Mr. Ingram, but 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 reelection and will not stand for reelection based upon many of the factors I just listed.

Next question, Mr. Ingram stepped down earlier this year soon after being awarded a big pay package in December 2025. I assume the Board didn't know of his plans when it awarded the package in light of his departure, what [indiscernible] the Board take to [indiscernible] the package.

Thank you for the question. The timing of the December grant and February retirement announcement is a reasonable question. The grand 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 on vested 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 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 to link just a minute or 2 ago. Thank you.

And with that, I think that was the last question.

Great. We will now close the voting polls with respect to the 5 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. [indiscernible] to summarize the tabulation of Stockholders votes on the proposals raised at this annual meeting.

Thank you, Dr.Behrens. The preliminary tabulations of results are as follows: proposal 1, 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, MD PhD, Kathryn Boor, PhD; Michael Chambers and Deirdre Connelly have been elected to serve for the 2-year term expiring at the 2028 Annual Meeting of Stockholders. Proposal 2, 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 3, 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 4, 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 5, 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.