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Vir Biotechnology (Nasdaq: VIR) reports director exit and 2026 vote outcomes

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(High)
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(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Vir Biotechnology, Inc. reported governance updates and voting results from its 2026 Annual Meeting of Stockholders. Director Saira Ramasastry will step down from the Board and as Audit Committee Chair effective May 26, 2026, citing a business conflict and no disagreement with the company. Robert More was appointed Audit Committee Chair and the Board size was reduced from eight to seven members. Stockholders elected three Class I directors to serve until the 2029 annual meeting, approved on an advisory basis the compensation of named executive officers, and ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Shares entitled to vote 161,234,058 shares Common stock outstanding as of March 31, 2026 record date
Board size after change 7 directors Board reduced from eight to seven members effective May 26, 2026
Say-on-pay votes for 108,453,963 votes Advisory approval of executive compensation at 2026 Annual Meeting
Auditor ratification votes for 137,048,756 votes Ratification of Ernst & Young LLP for fiscal year ending December 31, 2026
Votes for Elliott Sigal 115,030,681 votes Election as Class I director at 2026 Annual Meeting
Votes for Robert More 114,856,835 votes Election as Class I director at 2026 Annual Meeting
Audit Committee financial
"Chair of the Company’s Audit Committee (the Audit Committee), informed the Company"
A company's audit committee is a small group of board members who act like independent inspectors for the firm's finances, overseeing how financial reports are prepared, monitoring internal controls, and managing the relationship with external auditors. Investors care because a strong audit committee reduces the risk of accounting errors, fraud, or misleading statements, making financial statements more trustworthy and helping protect shareholder value.
Annual Meeting of Stockholders financial
"the Company held its 2026 Annual Meeting of Stockholders (the Annual Meeting)."
advisory vote on executive compensation financial
"Proposal 2. Advisory Vote on Executive Compensation The Company’s stockholders approved"
A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.
independent registered public accounting firm financial
"as the Company’s independent registered public accounting firm for the fiscal year ending"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
Broker Non-Votes financial
"Votes For | Votes Withheld | Broker Non-Votes Robert More, MBA"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
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FAQ

What board change did Vir Biotechnology (VIR) disclose in this 8-K?
Vir Biotechnology announced that director Saira Ramasastry will step down from the Board and as Audit Committee Chair effective May 26, 2026, due to a business conflict. The filing states her decision is not related to any disagreement with the company’s operations, policies, or practices.

Who will chair Vir Biotechnology’s (VIR) Audit Committee after the change?
The Board appointed Robert More, MBA as Chair of the Audit Committee effective upon Saira Ramasastry’s departure on May 26, 2026. At the same time, the Board approved reducing its size from eight to seven members, reflecting this change in composition and committee leadership.

How many Vir Biotechnology (VIR) shares were entitled to vote at the 2026 annual meeting?
As of the March 31, 2026 record date, 161,234,058 shares of Vir Biotechnology common stock were outstanding and entitled to vote at the 2026 Annual Meeting of Stockholders. These shares formed the basis for quorum and voting calculations on director elections and other proposals.

Did Vir Biotechnology (VIR) stockholders approve executive compensation in 2026?
Stockholders approved, on an advisory basis, the compensation of Vir Biotechnology’s named executive officers. The proposal received 108,453,963 votes for, 11,863,405 votes against, 1,372,563 abstentions, and 16,677,343 broker non-votes, indicating overall support for the company’s executive pay program.

Which directors were elected at Vir Biotechnology’s (VIR) 2026 annual meeting?
Stockholders elected three Class I directors: Robert More, Janet Napolitano, and Elliott Sigal. For example, Elliott Sigal received 115,030,681 votes for and 6,659,250 votes withheld, with 16,677,343 broker non-votes. Each will serve until the 2029 Annual Meeting and until a successor is duly elected.

Which audit firm did Vir Biotechnology (VIR) stockholders ratify for 2026?
Stockholders ratified Ernst & Young LLP as Vir Biotechnology’s independent registered public accounting firm for the fiscal year ending December 31, 2026. The ratification received 137,048,756 votes for, 153,836 votes against, and 1,164,682 abstentions, with no broker non-votes reported for this proposal.
FALSE000170643100017064312026-05-252026-05-250001706431exch:XNAS2026-05-252026-05-25

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 25, 2026
________________________________________
Vir Biotechnology, Inc.
(Exact name of Registrant as Specified in Its Charter)
________________________________________
Delaware001-3908381-2730369
(State or Other Jurisdiction
of Incorporation)		(Commission File Number)(IRS Employer
Identification No.)
1800 Owens Street, Suite 900
San Francisco, California
94158
(Address of Principal Executive Offices)(Zip Code)
Registrant’s Telephone Number, Including Area Code: (415) 906-4324
(Former Name or Former Address, if Changed Since Last Report)
________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading
Symbol(s)		Name of each exchange on which registered
Common stock, $0.0001 par valueVIRNasdaq Global Select Market
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o


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 ForVotes WithheldBroker Non-Votes
Robert More, MBA114,856,8356,833,09616,677,343
Janet Napolitano, J.D.67,235,17554,454,75616,677,343
Elliott Sigal, M.D., Ph.D.115,030,6816,659,25016,677,343
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 ForVotes AgainstAbstentionsBroker Non-Votes
108,453,96311,863,4051,372,56316,677,343
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 ForVotes AgainstAbstentionsBroker Non-Votes
137,048,756153,8361,164,6820


SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
VIR BIOTECHNOLOGY, INC.
Date:May 28, 2026By:/s/ Marianne De Backer
Marianne De Backer, M.Sc., Ph.D., MBA
President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

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