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Verona Pharma Plc 2025-2026 Proxy Voting Records

Compiled from SEC Form N-PX filings. Page generated 02 October 2026.

10Reported items
259Asset managers
591Fund votes
2025-09-24Meeting date

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

Explore Verona Pharma Plc in the interactive database Compare manager voting policies

How asset managers voted at the Verona Pharma Plc 2025-2026 meeting

Each item below shows how the 259 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. To approve, on an advisory, non- binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as disclosed in the table entitled "Potential Payments to Named Executive Officers" beginning on page 70 of the proxy statement, including the associated narrative discussion, and the agreements or understandings pursuant

COMPENSATION

Combines 8 wordings of this item as funds reported it.

81% fund support · no official result

FOR 80%AGAINST 19%

The 213 asset managers below cast 81% of the shares they voted on this item FOR (46,907,780 for, 10,896,621 against).

FOR: 46,907,780 (80.5%)AGAINST: 10,896,621 (18.7%)ABSTAIN: 484,934 (0.8%)

Largest asset managers voting on “To approve, on an advisory, non- binding basis, the compensation that may be paid or become payable to the Com” at Verona Pharma Plc, 2025-2026
Asset manager	For	Against	Vote
OAK RIDGE INVESTMENTS LLC	5,048,756	0	For
Pentwater Capital Management LP	5,048,756	0	For
Janus Henderson	3,967,880	0	For
PERCEPTIVE ADVISORS LLC	3,366,554	0	For
BlackRock	3,047,997	194,715	For
Fidelity	88,520	2,804,729	Against
MUTUAL FUND SERIES TRUST	2,388,119	0	For
NEA Management Company, LLC	2,252,995	0	For
SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC	0	1,785,337	Against
Beryl Capital Management LLC	1,741,134	0	For
GLAZER CAPITAL, LLC	1,664,646	0	For
Hood River Capital Management LLC	0	1,490,746	Against
Vivo Capital, LLC	1,393,432	0	For
JANUS INVESTMENT FUND	1,033,683	0	For
Duquesne Family Office LLC	1,002,080	0	For
Kryger Capital LLC	907,645	0	For
Manager Directed Portfolios	0	872,763	Against
Polar Asset Management Partners Inc.	840,000	0	For
Loomis Sayles	37,770	800,476	Against
WHITEBOX ADVISORS LLC	0	798,212	Against
Allspring	766,927	0	For
DE Shaw	659,992	0	For
Affinity Asset Advisors, LLC	625,000	0	For
Aisling Capital Management LP	615,352	0	For
SEB Asset Management AB	606,165	0	For

Showing the 25 largest of 213 asset managers. See all 213 in the interactive database.

2. To approve the proposed scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme of Arrangement").

EXTRAORDINARY TRANSACTIONS

Combines 3 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 62 asset managers below cast 100% of the shares they voted on this item FOR (11,980,214 for, 0 against).

FOR: 11,980,214 (100.0%)

Largest asset managers voting on “To approve the proposed scheme of arrangement pursuant to Part 26 of the Companies Act 2006 (the "Scheme of Ar” at Verona Pharma Plc, 2025-2026
Asset manager	For	Vote
BlackRock	2,567,449	For
MUTUAL FUND SERIES TRUST	2,388,119	For
Federated Hermes	1,146,095	For
JANUS INVESTMENT FUND	1,033,683	For
Manager Directed Portfolios	872,763	For
Investment Managers Series Trust II	572,301	For
Allspring	359,991	For
NEXPOINT FUNDS I	339,640	For
Loomis Sayles	303,686	For
Hartford	190,151	For
ARBITRAGE FUNDS	186,096	For
American Century	175,332	For
GMO	157,828	For
Calamos	150,998	For
Fidelity	125,849	For
FRANKLIN MUTUAL SERIES FUNDS	125,646	For
HARBOR FUNDS	116,045	For
Legg Mason	115,100	For
Dunham Funds	93,569	For
Columbia Threadneedle	92,001	For
Prudential/PGIM	91,734	For
MERGER FUND	68,184	For
Brighthouse	60,037	For
Vanguard	55,921	For
New York Life	46,960	For

Showing the 25 largest of 62 asset managers. See all 62 in the interactive database.

3. To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) make certain amendments to the Company's Articles of Association in order to facilitate the Scheme of Arrangement, including provisions to ensure that any ordinary shares that are issued or transferred at or after the Voting Record Time will eith

EXTRAORDINARY TRANSACTIONS

100% fund support · no official result

FOR 99%

The 45 asset managers below cast 100% of the shares they voted on this item FOR (9,964,470 for, 0 against).

FOR: 9,964,470 (98.5%)ABSTAIN: 150,998 (1.5%)

Largest asset managers voting on “To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the” at Verona Pharma Plc, 2025-2026
Asset manager	For	Abstain	Vote
BlackRock	2,567,449	0	For
MUTUAL FUND SERIES TRUST	2,388,119	0	For
JANUS INVESTMENT FUND	1,033,683	0	For
Manager Directed Portfolios	872,763	0	For
Investment Managers Series Trust II	572,301	0	For
Allspring	359,991	0	For
NEXPOINT FUNDS I	339,640	0	For
Loomis Sayles	303,686	0	For
American Century	175,332	0	For
GMO	157,828	0	For
Calamos	0	150,998	Abstain
Fidelity	125,849	0	For
FRANKLIN MUTUAL SERIES FUNDS	125,646	0	For
HARBOR FUNDS	116,045	0	For
Legg Mason	115,100	0	For
Dunham Funds	93,569	0	For
Columbia Threadneedle	92,001	0	For
Prudential/PGIM	75,000	0	For
MERGER FUND	68,184	0	For
Brighthouse	60,037	0	For
New York Life	46,960	0	For
John Hancock	35,601	0	For
AMG FUNDS	31,400	0	For
GuideStone	30,000	0	For
AIG/SunAmerica	29,932	0	For

Showing the 25 largest of 45 asset managers. See all 45 in the interactive database.

4. Non-Binding Advisory Proposal to Approve Certain Compensation Arrangement

SECTION 14A SAY-ON-PAY VOTES

11% fund support · no official result

11%AGAINST 89%

The 29 asset managers below cast 11% of the shares they voted on this item FOR (504,094 for, 4,161,591 against).

FOR: 504,094 (10.8%)AGAINST: 4,161,591 (89.1%)NOT VOTED: 4,117 (0.1%)

Largest asset managers voting on “Non-Binding Advisory Proposal to Approve Certain Compensation Arrangement” at Verona Pharma Plc, 2025-2026
Asset manager	For	Against	Vote
Federated Hermes	0	2,292,190	Against
Wellington	0	671,103	Against
RICE HALL JAMES & ASSOCIATES, LLC	0	309,441	Against
SOROS FUND MANAGEMENT LLC	239,998	0	For
JENNISON ASSOCIATES LLC	203,732	0	For
Man Group plc	0	201,242	Against
Hartford	0	190,151	Against
Neuberger Berman	0	135,648	Against
MARSHALL WACE, LLP	0	57,290	Against
Vanguard	0	55,921	Against
Alberta Investment Management Corp	0	50,000	Against
UniSuper Management Pty Ltd	43,630	0	For
Northwestern Mutual	0	37,021	Against
Russell Investments	0	33,716	Against
MassMutual	0	24,283	Against
SEI	0	17,127	Against
Prudential/PGIM	16,734	0	For
Nationwide	0	15,225	Against
NYLIM VP FUNDS TRUST	0	14,310	Against
Universal-Investment-Luxembourg S.A.	0	12,000	Against
Universal-Investment-Gesellschaft mbH	0	11,968	Against
BANK OF AMERICA NA	0	10,497	Against
MML SERIES INVESTMENT FUND	0	10,198	Against
CLEARWATER INVESTMENT TRUST	0	9,150	Against
Donor Advised Charitable Giving, Inc.	0	0	Not Voted

Showing the 25 largest of 29 asset managers. See all 29 in the interactive database.

5. To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the Scheme of Arrangement into effect and (ii) make certain amendments to the Company's Articles of Association in order to facilitate the Scheme of Arrangement, including provisions to ensure that any ordinary shares that are issued or transferred at or after the Voting Record Time will eith

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 100%

The 19 asset managers below cast 100% of the shares they voted on this item FOR (1,864,746 for, 0 against).

FOR: 1,864,746 (100.0%)

Largest asset managers voting on “To (i) authorize the Company's board of directors to take all action necessary or appropriate for carrying the” at Verona Pharma Plc, 2025-2026
Asset manager	For	Vote
Federated Hermes	1,146,095	For
Hartford	190,151	For
ARBITRAGE FUNDS	186,096	For
Vanguard	55,921	For
ALTSHARES TRUST	37,816	For
Northwestern Mutual	37,021	For
GDL FUND	34,000	For
Gabelli	26,400	For
MassMutual	24,283	For
Equitable	21,000	For
Morningstar Funds Trust	20,084	For
Russell Investments	16,858	For
Prudential/PGIM	16,734	For
Nationwide	15,225	For
NYLIM VP FUNDS TRUST	14,310	For
MML SERIES INVESTMENT FUND	10,198	For
CLEARWATER INVESTMENT TRUST	9,150	For
Comstock Funds, Inc.	3,000	For
Principal	404	For

6. To approve, on an advisory, non binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as is further described in the Notice of General Meeting.

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

99.9% fund support · no official result

FOR 99.1%

The 6 asset managers below cast 99.9% of the shares they voted on this item FOR (2,523,480 for, 7 against).

FOR: 2,523,480 (99.2%)AGAINST: 7 (0.0%)DID NOT VOTE: 20,981 (0.8%)

Largest asset managers voting on “To approve, on an advisory, non binding basis, the compensation that may be paid or become payable to the Comp” at Verona Pharma Plc, 2025-2026
Asset manager	For	Against	Vote
DAVIDSON KEMPNER CAPITAL MANAGEMENT LP	2,212,410	0	For
TIG Advisors, LLC	311,004	0	For
Man Investment Partners (US) LP	0	0	Did Not Vote
Orion Porfolio Solutions, LLC	45	0	For
Vivo Capital, LLC	21	0	For
Aberdeen	0	7	Against

7. Advisory Vote on Golden Parachutes

SECTION 14A SAY-ON-PAY VOTES

Combines 2 wordings of this item as funds reported it.

100% fund support · no official result

FOR 100%

The 5 asset managers below cast 100% of the shares they voted on this item FOR (3,680,433 for, 0 against).

FOR: 3,680,433 (100.0%)

Largest asset managers voting on “Advisory Vote on Golden Parachutes” at Verona Pharma Plc, 2025-2026
Asset manager	For	Vote
HBK INVESTMENTS L P	3,569,147	For
Birnam Oak Advisors, LP	91,566	For
Taconic Capital Advisors LP	14,309	For
Dorsey Wright & Associates	5,303	For
JPMorgan	108	For

8. To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Company's named executive officers in connection with the Transaction, as is further described in the Notice of the General Meeting.

SECTION 14A SAY-ON-PAY VOTES

0% fund support · no official result

AGAINST 100%

The 3 asset managers below cast 0% of the shares they voted on this item FOR (0 for, 382,821 against).

AGAINST: 382,821 (100.0%)

Largest asset managers voting on “To approve, on an advisory, non-binding basis, the compensation that may be paid or become payable to the Comp” at Verona Pharma Plc, 2025-2026
Asset manager	Against	Vote
BALYASNY ASSET MANAGEMENT L.P.	307,552	Against
Vestcor Inc	75,000	Against
Daiwa Securities Group Inc.	269	Against

9. 14A Executive Compensation

SECTION 14A SAY-ON-PAY VOTES

— fund support · no official result

ABSTAIN 100%

No shares were cast for or against this item by the managers below — every disclosed position was an abstention or was not voted.

ABSTAIN: 7,648 (100.0%)

Largest asset managers voting on “14A Executive Compensation” at Verona Pharma Plc, 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
LEAVELL INVESTMENT MANAGEMENT, INC.	0	0	7,648	0	Abstain
NWI MANAGEMENT LP	0	0	0	0	--

10. Approve Scheme of Arrangement

CORPORATE GOVERNANCE

100% fund support · no official result

FOR 100%

The 2 asset managers below cast 100% of the shares they voted on this item FOR (5,411 for, 0 against).

FOR: 5,411 (100.0%)

Largest asset managers voting on “Approve Scheme of Arrangement” at Verona Pharma Plc, 2025-2026
Asset manager	For	Against	Abstain	Withheld	Vote
Dorsey Wright & Associates	5,303	0	0	0	For
JPMorgan	108	0	0	0	For

Largest Verona Pharma Plc shareholders voting in 2025-2026

Ranked by the number of Verona Pharma Plc shares each manager voted on the most widely held ballot item of the 2025-2026 meeting, shown as a share of the 687,930,486 shares outstanding at the time of that meeting.

Top Verona Pharma Plc shareholders by shares voted, 2025-2026
#	Asset manager	% of shares outstanding
1	OAK RIDGE INVESTMENTS LLC	0.73%
2	Pentwater Capital Management LP	0.73%
3	Janus Henderson	0.58%
4	PERCEPTIVE ADVISORS LLC	0.49%
5	BlackRock	0.47%
6	Fidelity	0.42%
7	MUTUAL FUND SERIES TRUST	0.35%
8	NEA Management Company, LLC	0.33%
9	SUMMIT PARTNERS PUBLIC ASSET MANAGEMENT, LLC	0.26%
10	Beryl Capital Management LLC	0.25%

Reported Verona Pharma Plc ownership

Positions disclosed to the SEC on Schedules 13D and 13G, Form 13F and the company’s own proxy statement (DEF 14A).

Verona Pharma Plc beneficial owners on record for the 2025-2026 proxy season
Holder	% outstanding	Disclosure
RA Capital Management affiliates	9.05%	DEF14A
Perceptive Advisors LLC	7.64%	DEF14A
David Zaccardelli, Pharm.D.	1.67%	DEF14A
Mark W. Hahn	1.54%	DEF14A
Kathleen Rickard, M.D.	0.38%	DEF14A
Claire Poll	0.25%	DEF14A
David Ebsworth, Ph.D.	0.21%	DEF14A
Anders Ullman, M.D., Ph.D.	0.14%	DEF14A
Vikas Sinha	0.12%	DEF14A
Martin Edwards, M.D.	0.11%	DEF14A

Percentages above are of 687,930,486 shares outstanding, as reported by Verona Pharma Plc on its Form 10-Q dated 2025-06-30 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, so the percentages are the ones that were true then, not ones restated against today’s share count.

About this page

Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered investment companies and institutional managers disclose how they voted every proxy, 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 2025-06-30. This page is a static snapshot rebuilt weekly on 02 October 2026; a live search always shows the current data.

At Verona Pharma Plc's shareholder meeting held 2025-09-24, in the 2025-2026 proxy season, 259 asset managers reported how they voted in their SEC Form N-PX filings, covering 591 separate fund positions. Their filings are grouped here into 10 reported items; because filers word the same ballot item differently, that can be more than the number of items on the ballot. No official Form 8-K vote tally has been matched to this meeting, so this page states no certified outcome for its most widely held ballot item. On that item — To approve, on an advisory, non- binding basis, the compensation that may be paid or become… — the reporting funds cast 81% of the shares they voted in favour (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). That is the aggregate of those managers' own N-PX disclosures, not the company's certified result, and the funds are a subset of all shareholders.

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