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MADRIGAL PHARMACEUTICALS INC. 2023-2024 Proxy Voting Records

Compiled from SEC Form N-PX filings and MADRIGAL PHARMACEUTICALS INC.’s Form 8-K, filed June 27, 2024 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 6Ballot items
  • 285Asset managers
  • 1,840Fund votes
  • June 25, 2024Meeting date

Results at a glance

Meeting of June 25, 2024: 6 items on MADRIGAL PHARMACEUTICALS INC.’s Form 8-K, filed June 27, 2024: 3 elected · 3 approved.

Material dissent

None.

Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided

Proxy season: 2023-2024 2024-2025 2025-2026

Explore MADRIGAL PHARMACEUTICALS INC. in the interactive database Compare manager voting policies

Official 2023-2024 meeting results reported by MADRIGAL PHARMACEUTICALS INC.

These tallies are MADRIGAL PHARMACEUTICALS INC.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 27, 2024 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.

MADRIGAL PHARMACEUTICALS INC. — official shareholder meeting results, meeting held June 25, 2024
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Bill Sibold 16,222,905---- 154,8962,188,174 99.0%Elected—
Elect Director: Rebecca Taub, M.D. 16,045,750---- 332,0512,188,174 98%Elected—
Elect Director: Fred B. Craves, Ph.D. 14,311,451---- 2,066,3032,188,221 87%Elected—
2. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024 18,444,828110,51710,630 ---- 99.4%Approved—
3. The compensation of the Company's named executive officers as described in the Proxy Statement 15,585,020781,21211,522 --2,188,221 95%Approved—
4. An amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of common stock available for issuance by 750,000 and extend its duration by 10 years until April 23, 2035, as described in the Proxy Statement 15,941,045428,5378,219 --2,188,174 97%Approved—

Source: MADRIGAL PHARMACEUTICALS INC., Form 8-K, filed with the SEC on June 27, 2024 — read the filing on EDGAR.

How asset managers voted at the MADRIGAL PHARMACEUTICALS INC. 2023-2024 meeting

Each item below shows how the 285 asset managers that disclosed a MADRIGAL PHARMACEUTICALS INC. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.

1. Elect Director: Bill Sibold

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 16,222,905WITHHELD: 154,896
Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Re-election of Class II directors: Bill Sibold

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Bill Sibold”): 16,222,905 for, 154,896 withheld, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal No. 1 : The Company's stockholders elected each of the three Class II nominees named below to serve on the Company's Board of Directors for a three-year term expiring at the Company's 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.”
Support: 99.0% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 5,715,165 for, 67,243 withheld.

FOR
FOR: 5,715,165WITHHOLD: 67,243
Largest asset managers voting on “Re-election of Class II directors: Bill Sibold” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,675,4300 00For
T. Rowe Price587,6720 00For
BlackRock390,1030 00For
Artisan251,2830 00For
Charles Schwab123,6560 00For
American Century91,2300 00For
Fidelity76,6530 00For
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA49,1030 00For
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST00 038,632Withhold
Brighthouse36,1330 0884For
Pacific Life36,8700 00For
Invesco35,3390 00For
State Street31,1290 00For
Equitable30,8000 00For
Delaware/Macquarie30,1400 00For
Principal1,7320 027,194Mixed
Jackson National27,9350 00For
AIG/SunAmerica26,1430 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed22,1820 00For
ALGER FUNDS II20,3920 00For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

2. Elect Director: Fred B. Craves, Ph.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

87% Majority: yes · of votes cast

FOR 87%
FOR: 14,311,451WITHHELD: 2,066,303
Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Re-election of Class II directors: Fred B. Craves, Ph.D.

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Fred B. Craves, Ph.D.”): 14,311,451 for, 2,066,303 withheld, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal No. 1 : The Company's stockholders elected each of the three Class II nominees named below to serve on the Company's Board of Directors for a three-year term expiring at the Company's 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.”
Support: 87% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 4,729,985 for, 1,052,423 withheld.

FORWITHHOLD
FOR: 4,729,985WITHHOLD: 1,052,423
Largest asset managers voting on “Re-election of Class II directors: Fred B. Craves, Ph.D.” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,596,4410 078,989For
T. Rowe Price587,6720 00For
BlackRock00 0390,103Withhold
Artisan251,2830 00For
Charles Schwab00 0123,656Withhold
American Century91,2300 00For
Fidelity70,3870 06,266Mixed
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA00 049,103Withhold
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST00 038,632Withhold
Brighthouse9810 036,036Withhold
Pacific Life31,8650 05,005Mixed
Invesco00 035,339Withhold
State Street670 031,062Withhold
Equitable3,0900 027,710Mixed
Delaware/Macquarie00 030,140Withhold
Principal1,7320 027,194Mixed
Jackson National00 027,935Withhold
AIG/SunAmerica26,1430 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed00 022,182Withhold
ALGER FUNDS II00 020,392Withhold

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

3. Elect Director: Rebecca Taub, M.D.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 4 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 16,045,750WITHHELD: 332,051
Details: description as filed, official tally, votes by 79 asset managers

Description as filed by funds: Re-election of Class II directors: Rebecca Taub, M.D.

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“Elect Director: Rebecca Taub, M.D.”): 16,045,750 for, 332,051 withheld, per its Form 8-K filed June 27, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal No. 1 : The Company's stockholders elected each of the three Class II nominees named below to serve on the Company's Board of Directors for a three-year term expiring at the Company's 2027 annual meeting of stockholders and until their respective successors are duly elected and qualified.”
Support: 98% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 79 asset managers below reported 5,671,061 for, 111,347 withheld.

FOR
FOR: 5,671,061WITHHOLD: 111,347
Largest asset managers voting on “Re-election of Class II directors: Rebecca Taub, M.D.” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,675,4300 00For
T. Rowe Price587,6720 00For
BlackRock390,1030 00For
Artisan251,2830 00For
Charles Schwab123,6560 00For
American Century91,2300 00For
Fidelity76,6530 00For
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA49,1030 00For
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST00 038,632Withhold
Brighthouse36,1330 0884For
Pacific Life36,8700 00For
Invesco35,3390 00For
State Street720 031,057Withhold
Equitable30,8000 00For
Delaware/Macquarie30,1400 00For
Principal1,7320 027,194Mixed
Jackson National27,9350 00For
AIG/SunAmerica26,1430 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed22,1820 00For
ALGER FUNDS II20,3920 00For

Showing the 25 largest of 79 asset managers. See all 79 in the interactive database.

4. 4. An amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of…

Official resultCOMPENSATIONReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

97% Approved · of votes cast

FOR 97%
FOR: 15,941,045AGAINST: 428,537
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: To approve an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of our common stock available for issuance by 750,000 shares and extend its duration by 10 years until April 23, 2035.

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“4. An amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of common stock available for issuance by 750,000 and extend its duration by 10 years until April 23, 2”): 15,941,045 for, 428,537 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 4 : The Company's stockholders approved an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total number of shares of common stock available for issuance by 750,000 and extend its duration by 10 years until April 23, 2035, as described in the Prox…”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 5,704,196 for, 100,622 against, 884 abstained.

FOR
FOR: 5,704,196AGAINST: 100,622ABSTAIN: 884
Largest asset managers voting on “To approve an amendment to the Madrigal Pharmaceuticals, Inc. 2015 Amended Stock Plan to increase the total nu” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,675,4300 00For
T. Rowe Price587,6720 00For
BlackRock390,1030 00For
Artisan251,2830 00For
Charles Schwab123,6560 00For
American Century091,230 00Against
Fidelity76,6530 00For
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA49,1030 00For
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST38,6320 00For
Brighthouse36,1330 8840For
Pacific Life36,8700 00For
Invesco35,3390 00For
State Street31,1245 00For
Equitable30,8000 00For
Delaware/Macquarie30,1400 00For
Principal28,9260 00For
Jackson National27,9350 00For
AIG/SunAmerica26,1430 00For
Simplify Exchange Traded Funds23,2940 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed22,1820 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

5. 3. The compensation of the Company's named executive officers as described in the Proxy Statement

Official resultFund totals may overlapCOMPENSATIONReported outcome: Approved

Combines 8 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 15,585,020AGAINST: 781,212
Details: description as filed, official tally, votes by 285 asset managers

Description as filed by funds: Advisory vote to approve executive compensation.

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“3. The compensation of the Company's named executive officers as described in the Proxy Statement”): 15,585,020 for, 781,212 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 3 : The Company's stockholders approved, on an advisory basis, the compensation of the Company's named executive officers as described in the Proxy Statement.”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports: 81 asset managers voting on “Advisory vote to approve executive compensation.” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,596,44178,989 00For
T. Rowe Price587,6720 00For
Artisan517,4730 00For
BlackRock390,1030 00For
Charles Schwab0123,656 00Against
American Century091,230 00Against
Fidelity76,349304 00For
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA49,1030 00For
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST38,6320 00For
Brighthouse36,1330 8840For
Pacific Life36,8700 00For
Invesco35,3390 00For
State Street31,1227 00For
Equitable30,8000 00For
Delaware/Macquarie30,1400 00For
Principal28,9260 00For
Jackson National27,9350 00For
AIG/SunAmerica26,1430 00For
Simplify Exchange Traded Funds23,2940 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed22,1820 00For

Fund voting reports, all 81 managers: 5,710,941 for, 361,339 against, 884 abstained. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 226 asset managers voting on “Advisory vote to approve executive compensation.” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
Janus Henderson2,487,1930 00For
BAKER BROS. ADVISORS LP1,969,7980 00For
Avoro Capital Advisors LLC923,1020 00For
T. Rowe Price741,3490 00For
RTW INVESTMENTS, LP536,6220 00For
RA CAPITAL MANAGEMENT, L.P.420,9530 00For
BlackRock363,8901,976 00For
Rock Springs Capital Management LP285,9310 00For
State Street224,13028 00For
Bain Capital Life Sciences Investors, LLC196,9950 00For
ARMISTICE CAPITAL, LLC175,8830 00For
TCG Crossover Management, LLC149,2830 00For
Fidelity147,1090 00For
Polar Capital Holdings Plc125,3650 00For
Charles Schwab0123,668 00Against
ArrowMark Colorado Holdings LLC098,806 00Against
American Century094,071 00Against
Ensign Peak Advisors, Inc91,0420 00For
EcoR1 Capital, LLC75,0000 00For
EMERALD MUTUAL FUND ADVISERS TRUST66,3590 00For
Northern Trust63,62910 00For
MACQUARIE INVESTMENT MANAGEMENT BUSINESS TRUST62,2610 00For
LORD, ABBETT & CO. LLC61,4270 00For
FRED ALGER MANAGEMENT, LLC3,91855,738 00Mixed
Nuveen59,4920 00For

Institutional-manager reports, all 226 managers: 10,216,957 for, 588,684 against, 16 not voted. Showing the 25 largest; see all in the interactive database.

6. 2. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 4 wordings of this item as funds reported it.

99.4% Approved · of votes cast

FOR 99.4%
FOR: 18,444,828AGAINST: 110,517
Details: description as filed, official tally, votes by 80 asset managers

Description as filed by funds: To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.

MADRIGAL PHARMACEUTICALS INC.’s own tally for this item (“2. The appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024”): 18,444,828 for, 110,517 against — passed, per its Form 8-K filed June 27, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal No. 2 : The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending December 31, 2024.”
Support: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 80 asset managers below reported 5,802,154 for, 2,664 against, 884 abstained.

FOR
FOR: 5,802,154AGAINST: 2,664ABSTAIN: 884
Largest asset managers voting on “To ratify the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public account” at MADRIGAL PHARMACEUTICALS INC., 2023-2024
Asset managerForAgainst AbstainWithheldVote
JANUS INVESTMENT FUND1,772,0210 00For
Vanguard1,675,4300 00For
T. Rowe Price587,6720 00For
BlackRock390,1030 00For
Artisan251,2830 00For
Charles Schwab123,6560 00For
American Century91,2300 00For
Fidelity76,6530 00For
OLD WESTBURY FUNDS INC54,4690 00For
Lord Abbett54,4350 00For
TIAA49,1030 00For
JANUS ASPEN SERIES42,4020 00For
FINANCIAL INVESTORS TRUST38,6320 00For
Brighthouse36,1330 8840For
Pacific Life36,8700 00For
Invesco35,3390 00For
State Street31,1245 00For
Equitable30,8000 00For
Delaware/Macquarie30,1400 00For
Principal28,9260 00For
Jackson National27,9350 00For
AIG/SunAmerica26,1430 00For
Simplify Exchange Traded Funds23,2940 00For
Direxion Shares ETF Trust23,0160 00For
Waddell & Reed22,1820 00For

Showing the 25 largest of 80 asset managers. See all 80 in the interactive database.

Largest MADRIGAL PHARMACEUTICALS INC. shareholders voting in 2023-2024

Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 19,875,427 shares outstanding at the time of that meeting.

Fund voting reports: top MADRIGAL PHARMACEUTICALS INC. shareholders by shares voted on “Advisory vote to approve executive compensation.”, 2023-2024
#Asset manager % of shares outstanding
1JANUS INVESTMENT FUND 8.92%
2Vanguard 8.43%
3T. Rowe Price 2.96%
4Artisan 2.60%
5BlackRock 1.96%
6Charles Schwab 0.62%
7American Century 0.46%
8Fidelity 0.39%
9OLD WESTBURY FUNDS INC 0.27%
10Lord Abbett 0.27%
Institutional-manager reports: top MADRIGAL PHARMACEUTICALS INC. shareholders by shares voted on “Advisory vote to approve executive compensation.”, 2023-2024
#Asset manager % of shares outstanding
1Janus Henderson 12.51%
2BAKER BROS. ADVISORS LP 9.91%
3Avoro Capital Advisors LLC 4.64%
4T. Rowe Price 3.73%
5RTW INVESTMENTS, LP 2.70%
6RA CAPITAL MANAGEMENT, L.P. 2.12%
7BlackRock 1.84%
8Rock Springs Capital Management LP 1.44%
9State Street 1.13%
10Bain Capital Life Sciences Investors, LLC 0.99%

Reported MADRIGAL PHARMACEUTICALS INC. holdings and ownership

As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.

MADRIGAL PHARMACEUTICALS INC. holdings and ownership disclosed for the 2023-2024 proxy season
Holder % outstanding Disclosure
Entities Affiliated with Janus Henderson Group plc 14.60% DEF14A
Entities Affiliated with Avoro Capital Advisors LLC 10.79% DEF14A
Entities Affiliated with Baker Bros. Advisors LP 10.79% DEF14A
Julian Baker 10.79% DEF14A
Paul A. Friedman, M.D. 10.35% DEF14A
Rebecca Taub, M.D. 10.35% DEF14A
Vanguard Group 9.12% 13F
Entities Affiliated with The Vanguard Group 7.92% DEF14A
BlackRock 7.85% 13F
Entities Affiliated with BlackRock, Inc. 6.10% DEF14A

Percentages above are of 19,875,427 shares outstanding, as reported by MADRIGAL PHARMACEUTICALS INC. on its Form 10-Q dated March 31, 2024 (see the filing on EDGAR). This is the count contemporaneous with the 2023-2024 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from MADRIGAL PHARMACEUTICALS INC.’s 10-Q dated March 31, 2024. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At MADRIGAL PHARMACEUTICALS INC.'s shareholder meeting held June 25, 2024, in the 2023-2024 proxy season, 285 asset managers reported how they voted on 6 ballot items in their SEC Form N-PX filings, covering 1,840 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve executive compensation. — MADRIGAL PHARMACEUTICALS INC.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: MADRIGAL PHARMACEUTICALS INC.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 27, 2024.

MADRIGAL PHARMACEUTICALS INC. proxy season coverage: 2023-2024 (this page) · 2024-2025 · 2025-2026.

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