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Verona Pharma Plc 2024-2025 Proxy Voting Records

Compiled from SEC Form N-PX filings and Verona Pharma Plc’s Form 8-K, filed April 25, 2025 (Item 5.07 on EDGAR). Page generated October 14, 2026.

  • 12Reported items
  • 196Asset managers
  • 1,244Fund votes
  • April 24, 2025Meeting date

Results at a glance

Meeting of April 24, 2025: 10 items on Verona Pharma Plc’s Form 8-K, filed April 25, 2025: 10 without a stated outcome.

Material dissent

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 Verona Pharma Plc in the interactive database Compare manager voting policies

Official 2024-2025 meeting results reported by Verona Pharma Plc

These tallies are Verona Pharma Plc’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed April 25, 2025 (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.

Verona Pharma Plc — official shareholder meeting results, meeting held April 24, 2025
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
1. To re-elect Kenneth Cunningham, M.D. as a Director of the Company 581,835,71513,000,884-- 59,466,152-- 98%Not verified—
2. To re-elect Vikas Sinha as a Director of the Company 584,744,10710,160,892-- 59,397,752-- 98%Not verified—
3. To re-elect James Brady as a Director of the Company 590,232,3554,675,044-- 59,395,352-- 99.2%Not verified—
4. To receive and adopt the U.K. statutory annual accounts and Directors' report for the year ended December 31, 2024 and the report of the auditors thereon (the "2024 U.K. Annual Report") 594,832,683163,844-- 59,306,224-- 99.9%Not verified—
5. To receive and approve, as a non-binding advisory resolution, the U.K. statutory Directors' Remuneration Report for the year ended December 31, 2024, as set out on pages 21 to 43 of the 2024 U.K. Annual Report 431,170,660163,665,531-- 59,466,560-- 72%Not verified—
6. To re-appoint Ernst & Young LLP as the Company's auditors, to hold office until the conclusion of the next annual general meeting of shareholders 654,070,652163,844-- 59,306,224-- 99.9%Not verified—
7. To authorize the Audit and Risk Committee to determine the auditors' remuneration for the year ending December 31, 2025 594,925,20346,368-- 59,331,180-- 99.9%Not verified—
8. To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers 429,961,621164,822,463-- 59,518,667-- 72%Not verified—
9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the "Companies Act") to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to con 587,144,2357,553,188-- 59,605,328-- 99%Not verified—
10. Subject to and conditional upon the passing of resolution 13 above, to authorize the Directors pursuant to Section 570 and 573 of the Companies Act to allot equity securities (as defined in Section 560 of the Companies Act) for cash pursuant to the authori 586,337,5088,566,411-- 59,398,832-- 99%Not verified—

Source: Verona Pharma Plc, Form 8-K, filed with the SEC on April 25, 2025 — read the filing on EDGAR.

How asset managers voted at the Verona Pharma Plc 2024-2025 meeting

Each item below shows how the 196 asset managers that disclosed a Verona Pharma Plc 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. These are reported items, not a count of the ballot: fund filings describe one ballot item in different words. Two descriptions are shown as one item only on evidence — the same text (or one cut short of the other), the same director nominee, or a match to the same row of Verona Pharma Plc’s own Form 8-K tally — never because they merely read alike. A description that could not be joined that way is listed on its own, so one ballot item can appear more than once.

1. 1. To re-elect Kenneth Cunningham, M.D. as a Director of the Company

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

Combines 2 wordings of this item as funds reported it.

98% Majority: yes · of votes cast

FOR 98%
FOR: 581,835,715AGAINST: 13,000,884
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: To re-elect Kenneth Cunningham as a director of the Company.

Verona Pharma Plc’s own tally for this item (“1. To re-elect Kenneth Cunningham, M.D. as a Director of the Company”): 581,835,715 for, 13,000,884 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 11,425,081 for, 1,086,145 against.

FOR
FOR: 11,425,081AGAINST: 1,086,145
Largest asset managers voting on “To re-elect Kenneth Cunningham as a director of the Company.” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles0534,153 00Against
Fidelity279,290204,992 00Mixed
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock0289,282 00Against
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse4,79557,718 00Mixed
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

2. 2. To re-elect Vikas Sinha as a Director of the Company

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

98% Majority: yes · of votes cast

FOR 98%
FOR: 584,744,107AGAINST: 10,160,892
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: To re-elect Vikas Sinha as a director of the Company.

Verona Pharma Plc’s own tally for this item (“2. To re-elect Vikas Sinha as a Director of the Company”): 584,744,107 for, 10,160,892 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 12,267,481 for, 243,745 against.

FOR
FOR: 12,267,481AGAINST: 243,745
Largest asset managers voting on “To re-elect Vikas Sinha as a director of the Company.” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity279,290204,992 00Mixed
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

3. 3. To re-elect James Brady as a Director of the Company

Outcome not verifiedDIRECTOR ELECTIONSReported outcome: Not verified

99.2% Majority: yes · of votes cast

FOR 99.2%
FOR: 590,232,355AGAINST: 4,675,044
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: To re-elect James Brady as a director of the Company.

Verona Pharma Plc’s own tally for this item (“3. To re-elect James Brady as a Director of the Company”): 590,232,355 for, 4,675,044 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 12,306,234 for, 204,992 against.

FOR
FOR: 12,306,234AGAINST: 204,992
Largest asset managers voting on “To re-elect James Brady as a director of the Company.” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity279,290204,992 00Mixed
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

4. To authorize the Board of Directors to allot equity securities for cash and/or to sell ordinary shares held by the…

No official matchCAPITAL STRUCTURE

Combines 2 wordings of this item as funds reported it.

99.9% of fund votes cast · no official result

FOR
Details: description as filed, votes by 50 asset managers

Description as filed by funds: To authorize the Board of Directors to allot equity securities for cash and/or to sell ordinary shares held by the Company as treasury shares for cash as if section 561(1) of the Companies Act does not apply to any such allotment. (Special Resolution)

The 50 asset managers below reported 12,511,219 for, 7 against. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

FOR: 12,511,219AGAINST: 7
Largest asset managers voting on “To authorize the Board of Directors to allot equity securities for cash and/or to sell ordinary shares held by” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity484,2820 00For
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

5. 9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

99% Majority: yes · of votes cast

FOR 99%
FOR: 587,144,235AGAINST: 7,553,188
Details: description as filed, official tally, votes by 21 asset managers

Description as filed by funds: To authorize the Board of Directors to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of pounds7,031,895 (being up to a maximum of 140,637,892 shares representing 20% of the Company's existing ordinary share capital as at the close of business on March 11, 2025 (being the latest practicable date prior to publication of this document)).

Verona Pharma Plc’s own tally for this item (“9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the "Companies Act") to exercise all the powers of the Company to allot shares in the Company or”): 587,144,235 for, 7,553,188 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 21 asset managers below reported 6,052,436 for.

FOR
FOR: 6,052,436
Largest asset managers voting on “To authorize the Board of Directors to exercise all the powers of the Company to allot shares in the Company o” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
T. Rowe Price1,479,8410 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Fidelity450,5590 00For
Allspring431,8860 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Prudential/PGIM73,5000 00For
ALPS ETF Trust61,9120 00For
AIG/SunAmerica60,3010 00For
Artisan42,4530 00For
Columbia Threadneedle38,7530 00For
Vanguard31,9220 00For
Equitable19,2840 00For
STEWARD FUNDS, INC.15,9520 00For
PENN SERIES FUNDS INC7,4890 00For
Goldman Sachs5,7560 00For
ProShares3,2000 00For
First Trust3500 00For
Aberdeen70 00For

6. 9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

99% Majority: yes · of votes cast

FOR 99%
FOR: 587,144,235AGAINST: 7,553,188
Details: description as filed, official tally, votes by 18 asset managers

Description as filed by funds: To Authorize The Board Of Directors To Exercise All The Powers Of The Company To Allot Shares In The Company Or Grant Rights To Subscribe For Or To Convert Any Security Into Shares In The Company Up To An Aggregate Nominal Amount Of PS7,031,895 (Being Up To A Maximum Of 140,637,892 Shares Representing 20% Of The Company's Existing Ordinary Share Capital As At The Close Of Business On March 11, 2025 (Being The Latest Practicable Date Prior To Publication Of This Document)).

Verona Pharma Plc’s own tally for this item (“9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the "Companies Act") to exercise all the powers of the Company to allot shares in the Company or”): 587,144,235 for, 7,553,188 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 18 asset managers below reported 2,437,682 for.

FOR
FOR: 2,437,682
Largest asset managers voting on “To Authorize The Board Of Directors To Exercise All The Powers Of The Company To Allot Shares In The Company O” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Federated Hermes1,267,7610 00For
Prudential/PGIM396,5480 00For
Hartford352,9330 00For
Vanguard80,9790 00For
Northwestern Mutual67,0710 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
MassMutual39,8990 00For
Fidelity33,7230 00For
CLEARWATER INVESTMENT TRUST33,0640 00For
Advisors' Inner Circle Fund III25,7370 00For
MML SERIES INVESTMENT FUND16,3150 00For
New York Life13,8580 00For
Nationwide7,4790 00For
Brighthouse4,7950 00For
Forethought Variable Insurance Trust2,2780 00For
Victory Capital1,3210 00For
Principal4250 00For

7. 9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act…

Outcome not verifiedCAPITAL STRUCTUREReported outcome: Not verified

99% Majority: yes · of votes cast

FOR 99%
FOR: 587,144,235AGAINST: 7,553,188
Details: description as filed, official tally, votes by 15 asset managers

Description as filed by funds: To authorize the Board of Directors to exercise all the powers of the Company to allot shares in the Company or grant rights to subscribe for or to convert any security into shares in the Company up to an aggregate nominal amount of £7,031,895 (being up to a maximum of 140,637,892 shares representing 20% of the Company's existing ordinary share capital as at the close of business on March 11, 2025 (being the latest practicable date prior to publication of this document)).

Verona Pharma Plc’s own tally for this item (“9. To authorize the Directors generally and unconditionally for the purposes of Section 551 of the U.K. Companies Act 2006 (the "Companies Act") to exercise all the powers of the Company to allot shares in the Company or”): 587,144,235 for, 7,553,188 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 15 asset managers below reported 4,021,108 for.

FOR
FOR: 4,021,108
Largest asset managers voting on “To authorize the Board of Directors to exercise all the powers of the Company to allot shares in the Company o” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
Loomis Sayles534,1530 00For
BlackRock289,2820 00For
John Hancock78,9220 00For
Manager Directed Portfolios60,3880 00For
Brighthouse57,7180 00For
Guardian Variable Products Trust43,8790 00For
AMG FUNDS34,3000 00For
AdvisorShares Trust23,1600 00For
AMG Funds IV8,4790 00For
TRUST FOR PROFESSIONAL MANAGERS3,9690 00For
Advisors Preferred Trust1,7520 00For
Exchange Place Advisors Trust1,1830 00For
Strategy Shares4550 00For
Investment Managers Series Trust II1030 00For

8. 4. To receive and adopt the U.K. statutory annual accounts and Directors' report for the year ended December 31, 2024…

Outcome not verifiedCORPORATE GOVERNANCEReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 594,832,683AGAINST: 163,844
Details: description as filed, official tally, votes by 50 asset managers

Description as filed by funds: To Receive And Adopt The U.K. Statutory Annual Accounts And Directors Report For The Year Ended 31 December 2024.

Verona Pharma Plc’s own tally for this item (“4. To receive and adopt the U.K. statutory annual accounts and Directors' report for the year ended December 31, 2024 and the report of the auditors thereon (the "2024 U.K. Annual Report")”): 594,832,683 for, 163,844 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 50 asset managers below reported 12,511,226 for.

FOR
FOR: 12,511,226
Largest asset managers voting on “To Receive And Adopt The U.K. Statutory Annual Accounts And Directors Report For The Year Ended 31 December 20” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity484,2820 00For
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 50 asset managers. See all 50 in the interactive database.

9. 8. To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers

Outcome not verifiedFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Not verified

Combines 10 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST
FOR: 429,961,621AGAINST: 164,822,463
Details: description as filed, official tally, votes by 196 asset managers

Description as filed by funds: To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.

Verona Pharma Plc’s own tally for this item (“8. To approve, on an advisory (non-binding) basis, the compensation of the Company's named executive officers”): 429,961,621 for, 164,822,463 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% 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: 51 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,877,8015,564 00For
T. Rowe Price01,479,841 00Against
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam0910,935 00Against
Lord Abbett825,6450 00For
Loomis Sayles0534,153 00Against
Fidelity0484,282 00Against
Prudential/PGIM73,500396,548 00Mixed
Allspring0431,886 00Against
Hartford0352,933 00Against
BlackRock0289,282 00Against
American Century0244,311 00Against
Legg Mason0184,500 00Against
Vanguard31,92280,979 00Mixed
John Hancock078,922 00Against
Northwestern Mutual067,071 00Against
Brighthouse062,513 00Against
ALPS ETF Trust061,912 00Against
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica060,301 00Against
Russell Investments047,785 00Against
Neuberger Berman045,711 00Against
Guardian Variable Products Trust043,879 00Against
Artisan042,453 00Against

Fund voting reports, all 51 managers: 6,389,402 for, 6,147,244 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 159 asset managers voting on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named executive officers.” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
PERCEPTIVE ADVISORS LLC4,897,1130 00For
Janus Henderson3,735,08936,848 00For
Frazier Life Sciences Management, L.P.3,457,8500 00For
RTW INVESTMENTS, LP2,755,8020 00For
NEA Management Company, LLC2,688,5660 00For
ADAGE CAPITAL PARTNERS GP, L.L.C.01,890,827 00Against
T. Rowe Price01,812,021 00Against
SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC01,742,614 00Against
MAVERICK CAPITAL LTD1,648,2900 00For
Wellington01,575,013 00Against
Vivo Capital, LLC1,438,8060 00For
Point7201,420,324 00Against
Federated Hermes1,267,7610 00For
JENNISON ASSOCIATES LLC01,105,918 00Against
Duquesne Family Office LLC1,002,0800 00For
Putnam0976,789 00Against
LORD, ABBETT & CO. LLC892,0280 00For
Loomis Sayles0862,886 00Against
PICTET ASSET MANAGEMENT SA760,9070 00For
SEB Investment Management AB0754,564 00Against
Woodline Partners LP659,9490 00For
Aisling Capital Management LP615,3520 00For
RICE HALL JAMES & ASSOCIATES, LLC4,157606,208 00Against
Hood River Capital Management LLC609,3110 00For
Affinity Asset Advisors, LLC512,7800 00For

Institutional-manager reports, all 159 managers: 29,274,244 for, 17,996,242 against, 4,782 not voted, 7,648 unknown. Showing the 25 largest; see all in the interactive database.

10. 5. To receive and approve, as a non-binding advisory resolution, the U.K. statutory Directors' Remuneration Report for…

Outcome not verifiedFund totals may overlapCOMPENSATIONReported outcome: Not verified

Combines 5 wordings of this item as funds reported it.

72% Majority: yes · of votes cast

FOR 72%AGAINST
FOR: 431,170,660AGAINST: 163,665,531
Details: description as filed, official tally, votes by 62 asset managers

Description as filed by funds: To Receive And Approve, As A Non-Binding Advisory Resolution, The U.K. Statutory Directors Remuneration Report For The Year Ended 31 December 2024.

Verona Pharma Plc’s own tally for this item (“5. To receive and approve, as a non-binding advisory resolution, the U.K. statutory Directors' Remuneration Report for the year ended December 31, 2024, as set out on pages 21 to 43 of the 2024 U.K. Annual Report”): 431,170,660 for, 163,665,531 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 72% 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: 51 asset managers voting on “To Receive And Approve, As A Non-Binding Advisory Resolution, The U.K. Statutory Directors Remuneration Report” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,877,8015,564 00For
T. Rowe Price01,479,841 00Against
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam0910,935 00Against
Lord Abbett825,6450 00For
Loomis Sayles0534,153 00Against
Fidelity0484,282 00Against
Prudential/PGIM73,500396,548 00Mixed
Allspring0431,886 00Against
Hartford0352,933 00Against
BlackRock0289,282 00Against
American Century0244,311 00Against
Legg Mason0184,500 00Against
Vanguard31,92280,979 00Mixed
John Hancock078,922 00Against
Northwestern Mutual067,071 00Against
Brighthouse062,513 00Against
ALPS ETF Trust061,912 00Against
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica060,301 00Against
Russell Investments047,785 00Against
Neuberger Berman045,711 00Against
Guardian Variable Products Trust043,879 00Against
Artisan042,453 00Against

Fund voting reports, all 51 managers: 6,389,402 for, 6,147,244 against. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports: 12 asset managers voting on “To Receive And Approve, As A Non-Binding Advisory Resolution, The U.K. Statutory Directors Remuneration Report” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
Hood River Capital Management LLC609,3110 00For
Affinity Asset Advisors, LLC512,7800 00For
GW&K Investment Management, LLC0194,149 00Against
Desjardins Global Asset Management Inc.083,589 00Against
Treasurer of the State of North Carolina033,178 00Against
BlackRock012,921 00Against
Argent Trust Co8,1500 00For
Liberty Mutual Group Asset Management Inc.03,823 00Against
WRAPMANAGER INC03,658 00Against
Vident Advisory, LLC2870 00For
SouthState Corp2230 00For
NAPLES GLOBAL ADVISORS, LLC1000 00For

Institutional-manager reports, all 12 managers: 1,130,851 for, 331,318 against.

11. 6. To re-appoint Ernst & Young LLP as the Company's auditors, to hold office until the conclusion of the next annual…

Outcome not verifiedAUDIT-RELATEDReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 654,070,652AGAINST: 163,844
Details: description as filed, official tally, votes by 51 asset managers

Description as filed by funds: To appoint Ernst & Young LLP as the Company's auditors, to hold office until the conclusion of the next annual general meeting of shareholders.

Verona Pharma Plc’s own tally for this item (“6. To re-appoint Ernst & Young LLP as the Company's auditors, to hold office until the conclusion of the next annual general meeting of shareholders”): 654,070,652 for, 163,844 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 51 asset managers below reported 12,536,646 for.

FOR
FOR: 12,536,646
Largest asset managers voting on “To appoint Ernst & Young LLP as the Company's auditors, to hold office until the conclusion of the next annual” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity484,2820 00For
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.

12. 7. To authorize the Audit and Risk Committee to determine the auditors' remuneration for the year ending December 31…

Outcome not verifiedCOMPENSATIONReported outcome: Not verified

Combines 3 wordings of this item as funds reported it.

99.9% Majority: yes · of votes cast

FOR 99.9%
FOR: 594,925,203AGAINST: 46,368
Details: description as filed, official tally, votes by 51 asset managers

Description as filed by funds: To authorize the Audit and Risk Committee to determine the auditors' remuneration for the year ending December 31, 2025.

Verona Pharma Plc’s own tally for this item (“7. To authorize the Audit and Risk Committee to determine the auditors' remuneration for the year ending December 31, 2025”): 594,925,203 for, 46,368 against, per its Form 8-K filed April 25, 2025 (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: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 99.9% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 51 asset managers below reported 12,536,646 for.

FOR
FOR: 12,536,646
Largest asset managers voting on “To authorize the Audit and Risk Committee to determine the auditors' remuneration for the year ending December” at Verona Pharma Plc, 2024-2025
Asset managerForAgainst AbstainWithheldVote
MUTUAL FUND SERIES TRUST2,883,3650 00For
T. Rowe Price1,479,8410 00For
Federated Hermes1,267,7610 00For
JANUS INVESTMENT FUND1,163,8800 00For
Putnam910,9350 00For
Lord Abbett825,6450 00For
Loomis Sayles534,1530 00For
Fidelity484,2820 00For
Prudential/PGIM470,0480 00For
Allspring431,8860 00For
Hartford352,9330 00For
BlackRock289,2820 00For
American Century244,3110 00For
Legg Mason184,5000 00For
Vanguard112,9010 00For
John Hancock78,9220 00For
Northwestern Mutual67,0710 00For
Brighthouse62,5130 00For
ALPS ETF Trust61,9120 00For
Manager Directed Portfolios60,3880 00For
AIG/SunAmerica60,3010 00For
Russell Investments47,7850 00For
Neuberger Berman45,7110 00For
Guardian Variable Products Trust43,8790 00For
Artisan42,4530 00For

Showing the 25 largest of 51 asset managers. See all 51 in the interactive database.

Largest Verona Pharma Plc shareholders voting in 2024-2025

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 687,930,486 shares outstanding at the time of that meeting.

Fund voting reports: top Verona Pharma Plc shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named…”, 2024-2025
#Asset manager % of shares outstanding
1MUTUAL FUND SERIES TRUST 0.42%
2T. Rowe Price 0.22%
3Federated Hermes 0.18%
4JANUS INVESTMENT FUND 0.17%
5Putnam 0.13%
6Lord Abbett 0.12%
7Loomis Sayles 0.08%
8Fidelity 0.07%
9Prudential/PGIM 0.07%
10Allspring 0.06%
Institutional-manager reports: top Verona Pharma Plc shareholders by shares voted on “To approve, on an advisory (non- binding) basis, the compensation of the Company's named…”, 2024-2025
#Asset manager % of shares outstanding
1PERCEPTIVE ADVISORS LLC 0.71%
2Janus Henderson 0.55%
3Frazier Life Sciences Management, L.P. 0.50%
4RTW INVESTMENTS, LP 0.40%
5NEA Management Company, LLC 0.39%
6ADAGE CAPITAL PARTNERS GP, L.L.C. 0.27%
7T. Rowe Price 0.26%
8SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC 0.25%
9MAVERICK CAPITAL LTD 0.24%
10Wellington 0.23%

Reported Verona Pharma Plc 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.

Verona Pharma Plc holdings and ownership disclosed for the 2024-2025 proxy season
Holder % outstanding Disclosure
RA Capital Management affiliates 9.05% DEF14A
Perceptive Advisors LLC 7.64% DEF14A
Growth Equity Opportunities 17, LLC 4.75% 13D
Maverick Capital, Ltd. 3.64% 13G
David Zaccardelli, Pharm.D. 1.67% DEF14A
Mark W. Hahn 1.54% DEF14A
Kathleen Rickard, M.D. 0.38% DEF14A
T. Rowe Price 0.27% 13F
Claire Poll 0.25% DEF14A
Morgan Stanley 0.24% 13F

Percentages above are of 687,930,486 shares outstanding, as reported by Verona Pharma Plc on its Form 10-Q dated June 30, 2025 (see the filing on EDGAR). This is the count contemporaneous with the 2024-2025 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 Verona Pharma Plc’s 10-Q dated June 30, 2025. This page is a static snapshot rebuilt weekly on October 14, 2026; a live search always shows the current data.

At Verona Pharma Plc's shareholder meeting held April 24, 2025, in the 2024-2025 proxy season, 196 asset managers reported how they voted in their SEC Form N-PX filings, covering 1,244 separate fund positions. Their filings are grouped here into 12 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. On the most widely held item on that ballot — To approve, on an advisory (non- binding) basis, the compensation of the Company's named… — FOR was 72% 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), which is more than half. Whether the item was approved is for the filing to say; that statement has not been read for this item. Source: Verona Pharma Plc's Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on April 25, 2025.

Verona Pharma Plc proxy season coverage: 2023-2024 · 2024-2025 (this page) · 2025-2026.

Download data (CSV): ballot items · votes by manager · column guide.