ADMA Biologics, Inc. (ADMA) Earnings Call Transcript & Summary

Good morning, and welcome to the ADMA Biologics 2021 Annual Meeting of Shareholders. I would like to introduce the first speaker, Adam Grossman. Please go ahead.

Thank you. Welcome, everyone. I hope those joining today remain healthy and safe. I'm Adam Grossman, President and Chief Executive Officer of the company. Will the meeting please come to order? Let me take this opportunity to welcome all those present to this virtual annual meeting of stockholders of ADMA Biologics, Inc. We're excited to be hosting our virtual meeting, which allows us to be more inclusive and reach a greater number of stockholders. Before proceeding to the business of this meeting, there are certain technical legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting. But as soon as these are completed, I would like to introduce you to the officers and directors of the company and also to describe to you the matters proposed for your consideration and action at this meeting. The company has designated Christopher Woods from American Election Services to serve as the Inspector of Election. Will the Inspector of Election please present to the secretary his signed oath as inspector of election? And if there are no objections, I will direct that such oath be filed with the minutes of this meeting. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions. Stockholders who have sent in proxies or have previously voted via telephone or internet and do not want to change their vote do not need to take any further action at this time. We will pause for a moment while the inspector of election makes his final tabulation of the stockholders present virtually or by proxy.

Mr. Chairman, we can proceed.

Thank you. Will the inspector of election kindly submit his report of the number of shares of common stock of the company represented at the meeting, either virtually or by proxy?

Yes, they are represented at the meeting either virtual or by proxy, 88,053,693 shares of common stock, $0.0001 par value per share out of a total number of 123,044,981 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to 1 vote. And accordingly, there is an aggregate of 123,044,981 votes entitled to be cast at the meeting, of which at least an aggregate of 88,053,693 are present virtually or represented by proxy.

The report of the inspector of election indicates that they are present at the meeting, virtually or represented by proxy, the holders of a majority of the total number of shares of stock of the company outstanding and entitled to vote at the meeting. There is, therefore, a quorum present, and the meeting is competent to transact business. Will the inspector of election kindly execute his certificate as to the stockholders present at the meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. Will the secretary of the meeting, please report on the mailing of the proxy materials and the availability of a list of stockholders?

Adam Grossman, a copy of the notice of the annual meeting of stockholders dated April 9, 2021, concerning the matters to be considered and acted upon at the meeting and a copy of the proxy statement, proxy card and annual report to stockholders for the fiscal year ended December 31, 2020, were made available electronically or by mail to each stockholder of record at the close of business on April 1, 2021. The date fixed by the Board of Directors as the record date for this meeting on or about April 9, 2021. An affidavit of distribution to that effect executed by an officer of Broadridge Corporate Issuer Solutions, Inc. will be filed with the minutes of the meeting. The inspector of election also has, at the meeting, a list of the holders of record of the outstanding shares of common stock of the company, which list is certified by an officer of Continental Stock Transfer and Trust Company, arranged in alphabetical order, listing each stockholder of record at the close of business on April 1, 2021, the date fixed by the Board of Directors as the record date for this meeting. The affidavit of distribution will be filed with the minutes of this meeting, and the list of stockholders is available for inspection via the web portal.

Thank you. Now that the technical organizational phase of the meeting has been completed, and before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce you to the current directors of the company other than myself: Steven Elms; Dr. Jerrold Grossman; Martha Demski; Bryant Fong; and Lawrence Guiheen. I would also like to introduce the officers of the company other than those officers who are also current directors of the company or nominees for directors of the company. Mr. Brian Lenz, Executive Vice President and Chief Financial Officer; and Dr. James Mond, Chief Scientific and Medical Officer. Finally, I'd like to introduce Mr. William Kowals and Mr. Jeff Lukacsko of CohnReznick LLP, the company's independent registered public accounting firm. The chair now deems the following matters to be properly before the meeting: A, the nominees for Class II Director, who will serve until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death are, Steven Elms and myself, Adam Grossman; B, the proposal to approve and amend the company's second amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 150 million shares to 300 million shares; and C, the proposal to ratify the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The polls are now open and will remain open for a reasonable time so that those of you who desire to cast your vote upon the nominations and proposals may now do so. Any stockholder who has not yet voted or wishes to change their vote, may do so by clicking on the voting button on the web portal and following the instructions included. Stockholders who have sent in proxies or voted via telephone or the Internet and do not wish to change their vote, do not need to take any further action. [Voting]

Okay. The polls are now closed. Inspector of elections...

We may proceed.

Will the inspector please provide his report concerning the votes upon the election of directors and the aforesaid proposals?

Ladies and gentlemen, the report of the inspector of election indicates that the following numbers of votes cast by the holders of common stock have been voted with respect to: One, proposal 1, the election of 2 Class II directors to serve until the 2024 annual meeting of stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death. In regards to the nominee, Steven A. Elms, we have 55,871,445 votes in favor, 4,320,831 votes withheld and 27,861,417 broker non-votes. In regards to Adam S. Grossman, we have 55,038,315 votes in favor, that's 55,038,315 votes in favor, 5,153,961 votes withheld, and 27,861,417 broker non-votes. In regards to the approval of the amendment of the company's second amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 150 million to 300 million shares, we have 78,995,071 votes in favor, 8,439,892 votes against, and 618,730 shares abstaining. In regards to the ratification of the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, we have 85,889,791 shares voting in favor, 1,263,754 shares voting against and 900,148 shares abstaining in that regard.

Thank you. The report of the inspector of election therefore indicates that Mr. Steven Elms and I, Adam Grossman, have been duly elected as Class II directors of the company to serve for a term expiring at the 2024 annual meeting of stockholders and until their successors have been duly elected and qualified or until such directors' earlier resignation, removal or death. Two, the proposal to approve an amendment to the company's second amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 150 million shares to 300 million shares has been approved. And three, the proposal to ratify the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021 has been approved. Will the inspector of election please execute his certificate as to the total number of votes cast on each of the matters considered at this meeting? And if there are no objections, I will direct the certificate be filed with the minutes of the meeting. If there is any further business to come before the meeting, please submit your questions or comments via the web portal. I'm seeing no questions through the web portal at this time. And if there is no further business at the meeting, I will declare that the meeting is now adjourned. Thank you very much for your continued support of ADMA Biologics, and helping us to make products that impact the lives of many patients. We appreciate you all for your attendance and time. Please remain healthy and safe.

Thank you. The ADMA Biologics 2021 Annual Meeting of Shareholders has now come to an end. Thank you for attending. You may now disconnect.