Roivant Sciences (ROIV) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for September 16, 2026, with voting on director elections, auditor ratification, and executive compensation.

• Board recommends electing Daniel Gold and Meghan FitzGerald as Class II directors for three-year terms.

• Ernst & Young LLP proposed as independent auditor for fiscal year ending March 31, 2027.

• Shareholders will cast a non-binding advisory vote on executive compensation.

• Audited financial statements for fiscal year ended March 31, 2026, will be presented.

Voting matters and shareholder proposals

• Election of two Class II directors to serve until the annual meeting following fiscal year ending March 31, 2029.

• Ratification of Ernst & Young LLP as independent registered public accounting firm and statutory auditor, with Board authorized to set remuneration.

• Non-binding advisory vote to approve named executive officer compensation.

• Shareholders may submit director nominations and proposals for the 2027 meeting by specified deadlines.

Board of directors and corporate governance

• Board consists of eight members divided into three staggered classes.

• Six of eight directors are independent under SEC and Nasdaq rules.

• Committees include Audit, Compensation, and Nominating and Governance, each with defined responsibilities.

• Board diversity matrix: 2 female, 6 male; 1 Asian, 5 White.

• Chair and CEO roles are separated.

• Code of Business Conduct and Ethics applies to all employees, officers, and directors.