Vir Biotechnology, Inc. 8-K

What Happened

• Vir Biotechnology, Inc. (VIR) filed an 8-K on May 28, 2026 reporting that Saira Ramasastry, M.S., M.Phil., a director and Chair of the Audit Committee, stepped down effective May 26, 2026 due to a business conflict. The company said her departure was not due to any disagreement with Vir on operations, policies, or practices.
• On May 26, 2026 the Board appointed Robert More, MBA as Chair of the Audit Committee and reduced the Board size from eight to seven members effective upon Ms. Ramasastry’s departure. The company also held its 2026 Annual Meeting of Stockholders on May 26, 2026.

Key Details

• Record date and shares outstanding: 161,234,058 shares of common stock were outstanding and entitled to vote as of March 31, 2026.
• Director elections (Class I, terms through 2029):
  • Robert More: 114,856,835 For; 6,833,096 Withheld; 16,677,343 Broker Non-Votes.
  • Janet Napolitano: 67,235,175 For; 54,454,756 Withheld; 16,677,343 Broker Non-Votes.
  • Elliott Sigal: 115,030,681 For; 6,659,250 Withheld; 16,677,343 Broker Non-Votes.
• Advisory vote on executive compensation (Say-on-Pay): Approved — 108,453,963 For; 11,863,405 Against; 1,372,563 Abstentions; 16,677,343 Broker Non-Votes.
• Ratification of independent auditor: Ernst & Young LLP ratified — 137,048,756 For; 153,836 Against; 1,164,682 Abstentions.

Why It Matters

• Governance: The departure of the Audit Committee Chair and appointment of Robert More changes audit oversight leadership, which is material for investors monitoring financial reporting and controls. The Board size reduction (8 → 7) changes board composition.
• Shareholder support: The re-election of the three Class I directors and the approval of the advisory executive compensation vote indicate overall shareholder backing for management/governance actions, while vote tallies (notably a large withheld vote for one director) provide detail on shareholder sentiment. Ratification of EY confirms continuity of the company’s independent auditor for 2026.