Vir Biotechnology (VIR) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 26, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Only stockholders of record as of March 31, 2026, are eligible to vote; 161,234,058 shares are outstanding.

• The Board recommends voting FOR all proposals, including the election of three directors, approval of executive compensation, and ratification of Ernst & Young LLP as auditor.

Voting matters and shareholder proposals

• Proposal 1: Elect three Class I directors (Robert More, Janet Napolitano, Elliott Sigal) for terms expiring at the 2029 annual meeting.

• Proposal 2: Advisory vote to approve named executive officer compensation.

• Proposal 3: Ratification of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending December 31, 2026.

• No other shareholder proposals are scheduled; any other business will be addressed as appropriate.

Board of directors and corporate governance

• Board will reduce from nine to eight members after the meeting; 7 of 8 directors will be independent if all nominees are elected.

• Board committees (Audit, Compensation, Nominating and Corporate Governance, Science and Technology) are composed entirely of independent directors.

• Board refreshment practices, annual self-assessments, and strong governance guidelines are in place.

• Board Chair role transitions to Jeffrey S. Hatfield after the meeting.