| 1a. | Elect Jacqueline K. Barton - Non-Executive Director | For |
| 1b. | Elect Jeffrey A. Bluestone - Non-Executive Director | For |
| 1c. | Elect Sandra J. Horning - Non-Executive Director | For |
| 1d. | Elect Kelly A. Kramer - Non-Executive Director | Oppose |
| 1e. | Elect Ted W. Love, M.D. - Non-Executive Director | For |
| 1f. | Elect Harish Manwani - Non-Executive Director | Oppose |
| 1g. | Elect Daniel P. ODay - Chair & Chief Executive | Oppose |
| 1h. | Elect Javier J. Rodriguez - Non-Executive Director | For |
| 1i. | Elect Anthony Welters - Senior Independent Director | Oppose |
| 2. | Appoint Ernst & Young LLP as the Auditors | Oppose |
| 3. | Advisory Vote on Named Executive Compensation | Oppose |
| 4. | Approve Amendment to 2022 Equity Incentive Plan | Oppose |
| 5. | Shareholder Resolution: Introduce an Independent Chair Rule | For |
| 6. | Shareholder Resolution: Report on the Impact of Extended Patent Exclusivities on Patient Access | For |
| 7. | Shareholder Resolution: Report on the Risks of ESG and DEI Executive Compensation Metrics | Oppose |