Arcturus Therapeutics Holdings Inc. (ARCT) Earnings Call Transcript & Summary

Good morning, and welcome to the 2024 Annual Meeting of Stockholders of Arcturus Therapeutics Holdings Inc. We are holding this year's annual meeting as an entirely virtual meeting. Stockholders who require technical assistance during the meeting can call Continental's technical support line at the phone number posted on the meeting login page. I am Joe Payne, President and CEO as well as a Board member or a member of the Board of Directors. It is now 9:00 a.m. on June 14, 2024, and this meeting will please come to order. Also participating in this meeting are Dr. Padmanabh Chivukula, Chief Scientific Officer and Chief Operating Officer of the company; Lance Kurata, the company's Chief Legal Officer and Secretary of the meeting; Alwyn Burton of Continental Stock Transfer & Trust Company, who has been appointed as Inspector of Election and shareholders -- and stockholders votes of the meeting; and KC Freer and Devon Gibson of Deloitte & Touche LLP, independent registered accountants of the company. Members of the Board of Directors are also participating in this meeting. I would now like to proceed with the formal business of the meeting. As a preliminary matter, we note that stockholders may submit questions through the virtual meeting website at any time during the meeting. The company will, at its discretion, provide answers to properly raised and appropriate questions on the Investor Relations section of its website after the meeting. And KC Freer and Devon Gibson may also respond to properly raised and appropriate questions directed to Deloitte. I will act as chairperson of the meeting, and Mr. Kurata will act as Secretary of the meeting. The matters on which the stockholders of today's meeting are voting are: one, to elect Dr. Peter Farrell; Joseph E. Payne; Andy Sassine; James Barlow; Dr. Edward W. Holmes; Dr. Magda Marquet; Dr. Jing L. Marantz; and Dr. John Markels to the Board of Directors, to serve until the company's next Annual Meeting of Stockholders. Two, to approve an amendment to the company's amended and restated 2019 Omnibus Equity Incentive Plan, which we refer to as the Plan to, among other things, increase the maximum number of shares of common stock available to Plan participants thereunder by 2 million shares. Three, to approve by nonbinding advisory vote, the resolution approving named executive officer compensation of the company. Four, to ratify the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024. And five, to transact other business that may properly come before the meeting.

I present a list of Arcturus' stockholders as of the close of business on April 22, 2024, which is the record date of this meeting. The stockholders on this list are entitled to vote at this meeting. This list has been certified by Continental Stock Transfer & Trust Company and the transfer agent for the company's common stock.

The list of stockholders is open for inspection by any stockholder participating in this meeting and is available on the virtual meeting website. Continental Stock Transfer & Trust Company has also certified that each stockholder entitled to vote at this meeting has been sent a notice of this meeting. The initial order of business is to determine the presence of a quorum. Pursuant to action taken by the Board of Directors, only stockholders of record of our common stock as of April 22, 2024, are entitled to notice of and to vote at this meeting. Alwyn Burton has been appointed as Inspector of Election and Stockholders' Votes and has executed the required oath.

Mr. Chairman, I wish to report that I have examined the list of stockholders entitled to vote at this meeting, and I have determined that the number of shares of outstanding common stock at the record date is 26,928,041 shares. Holders of at least 33.33% of the voting power of the company's outstanding common stock entitled to vote at this meeting must be present in person or represented by proxy for us to hold and transact business at this meeting. On the record date, there were 26,928,041 shares outstanding and entitled to vote. Thus, the holders of at least 8,976,014 shares must be present in person or represented by proxy at this meeting to have a quorum. The number of votes represented at this meeting in person or by proxy is 23,372,203 shares, which constitutes 86.8% of the total outstanding shares of common stock entitled to vote as of the record date.

I hereby determine that the number of votes represented at this meeting in person or by proxy constitutes a quorum for the conduct of business at this meeting. The first matter to be voted on today is the election of Dr. Peter Farrell; myself, Joseph E. Payne; Andy Sassine; James Barlow; Dr. Edward W. Holmes; Dr. Magda Marquet; Dr. Jing L. Marantz; and Dr. John Markels to the Board of Directors as set forth more fully in proposal #1 of the proxy statement. A motion to approve proposal #1 is now in order.

I hereby move to approve proposal #1.

I second the motion and hereby declare this motion duly made. The second matter to be voted on today is the approval of the amendment to the company's amended and restated 2019 Omnibus Equity Incentive Plan as set forth more fully in proposal #2 of the proxy statement. A motion to approve proposal #2 is now in order.

I hereby move to approve proposal #2.

I second the motion and hereby declare this motion duly made. The third matter to be voted on today is the approval on an advisory basis of the say-on-pay proposal as set forth more fully in proposal #3 of the proxy statement. A motion to approve proposal #3 is now in order.

I hereby move to approve proposal #3.

I second the motion and hereby declare this motion duly made. The fourth matter to be voted on today is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2024, as set forth more fully in proposal #4 of the proxy statement. A motion to approve proposal #4 is now in order.

I hereby move to approve proposal #4.

I second the motion and hereby declare this motion duly made. It is now ordered that the polls be opened for voting on proposals 1, 2, 3 and 4, with each proposal as described more fully in the proxy statement. 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 there. Stockholders who have sent in proxies or voted via Internet and do not want to change their vote do not need to take any further action. We will declare the polls closed in 1 minute. [Voting]

The votes are in, and I declare the polls closed. The inspector will now report on the votes properly made prior to the meeting. The inspector will provide the company with a final report tomorrow that reflects any votes properly made at this meeting. I understand that the inspector is now ready to provide a preliminary report. Mr. Burton, will you please provide the preliminary report?

As given in the proxy statement, the election of each of Dr. Peter Farrell; Joseph E. Payne; Andy Sassine; James Barlow; Dr. Edward W. Holmes; Dr. Magda Marquet; Dr. Jing L. Marantz; Dr. John Markels to the Board of Directors pursuant to the proposal #1 requires a plurality of votes cast by holders of shares present in person or represented by proxy at this meeting and entitled to vote thereon. As each of these nominees has received more than 1 vote in favor of his or her election, I hereby declare the proposal #1 has been approved. As given in the proxy statement, the approval of the amendment to the company's amended and restated 2019 Omnibus Equity Incentive Plan pursuant to proposal #2 requires the affirmative vote of a majority of votes cast on the proposal at the meeting. With 13,593,252 votes received in favor of proposal #2, which exceeds the majority of votes cast on the proposal, I hereby declare proposal #2 has been approved. As given in the proxy statement, the approval by nonbinding advisory vote of the resolution approving the named executive officer compensation pursuant to proposal #3 requires the affirmative vote of a majority of votes cast on the proposal at the meeting. With 20,005,248 votes received in favor of proposal #3, which exceeds a majority of the votes cast on the proposal, I hereby declare that proposal #3 has been approved on an advisory basis. As given in the proxy statement, the ratification of the appointment of Deloitte & Touche LLP pursuant to proposal #4 requires an affirmative vote of a majority of votes cast on the proposal at the meeting. With 23,329,762 votes received in favor of proposal #4, which exceeds the majority of the votes cast on the proposal, I hereby declare that proposal #4 has been approved.

Thank you, Mr. Burton. You have heard the preliminary report of the inspector, and I declare that proposals numbers 1, 2, 3 and 4 have passed and been duly approved by the stockholders of the company on a preliminary basis. In the case of proposal 3, on an advisory basis only. I hereby request that the preliminary report of the inspector be filed with the minutes of this meeting. The final report of the inspector will be provided to the company by June 17, 2024, and the report on Form 8-K will be filed with the SEC with the results of this meeting no later than June 20, 2024. This completes the stockholder voting to be conducted at this meeting. And since there's no other matters to come before the meeting, a motion to adjourn the meeting is now in order.

I move that the meeting be adjourned.

The motion has been carried. The meeting is adjourned. Thank you.