Assembly Biosciences, Inc. (ASMB) Earnings Call Transcript & Summary

Good morning, I am Bill Ringo, Chairman of the Board of Assembly Biosciences and a candidate for reelection as a Director. Welcome to our 2021 Annual Meeting of Stockholders. We are holding this meeting through a virtual-only online platform to protect the safety, health and well-being of our stockholders, Directors, officers, employees and the public during the ongoing COVID-19 pandemic. Thank you all for taking the time to join us. The meeting is now called to order. Please note that in addition to me, the following Directors are present at this meeting, all of whom are candidates for reelection to the Board. They are Tony Altig, Gina Consylman, Richard DiMarchi, Myron Holubiak, Susan Mahony, and our CEO, John McHutchison. Also present is Lisa Johnson-Pratt, a nominee to join the Board. I am joined by Jason Okazaki, the company's Chief Legal and Business Officer and Corporate Secretary, who is serving as inspector of elections for today's meeting. As described in the notice, this meeting and the proxy statement provided to stockholders of -- provided the stockholders a record date for voting at this meeting was the close of business, March 23, 2021. A list of stockholders of record as of the record date was available for your review prior to the commencement of this meeting and will remain available during the meeting. While the meeting is virtual only, stockholders will be able to submit questions online during the meeting by using the Q&A function in the virtual meeting portal. Note that we will only address questions directly related to the business being conducted at the meeting. As Chairman of the Board, I will act as chair of the meeting and Mr. Okazaki will act as secretary of the meeting and inspector of elections. Prior to the meeting, he signed an oath to act as inspector of elections, which will be filed with the minutes of the meeting. Jason, will you please report on the meeting's attendance and the presence of a quorum?

Thanks, Bill. The list of stockholders of record as of March 23, 2021, the record date for this meeting, shows that as of such date, there were 40,059,122 shares of common stock outstanding and entitled to vote at the meeting. According to an affidavit of distribution from Broadridge Financial Services, on April 7, 2021, Broadridge commenced the mailing of a notice of Annual Meeting of Stockholders or notice of Internet availability of proxy materials to all stockholders of record as of March 23. The affidavit is available if any stockholder wants to examine it and it will be filed with the minutes of this meeting. The preliminary count of the shares represented by proxy at this meeting indicates that more than a majority of the shares of common stock outstanding as of the record date and entitled to vote are present at the meeting by proxy. A quorum is present.

Thank you, Jason. The meeting is duly convened and open for business. It is now 8:06 a.m. Pacific Standard Time and the polls are now open for voting. Should any stockholder want to vote online at this time, or change a previously submitted vote, now is the time to vote through the virtual meeting portal. If you've already delivered your proxy and do not wish to change your vote, you do not need to vote online at this time. Let's now move on to the formal business of the meeting. As described in the agenda, which has been posted to the meeting portal, along with rules of conduct, we are considering 5 proposals at this meeting. Each of these items has been described in the proxy previously made available to all stockholders of record for the meeting. After presentation of the proposals, we will take questions. Questions should be limited to the proposals being considered. The first item of business is to elect 8 directors to serve on our Board until the Annual Meeting of Stockholders in 2022 and until their successors are duly elected and qualified. The nominees again are Tony Altig, Gina Consylman, Richard DiMarchi, Myron Holubiak, Lisa Johnson-Pratt, Susan Mahony, John McHutchison, and myself, William R. Ringo. The Board recommends a vote for each of this year's nominees. The second item of business is the approval on a nonbinding advisory basis of the company's named executive officers' compensation as disclosed in the proxy statement and as required by the SEC compensation disclosure rules. The Board recommends a vote for the approval of the named executive officers' compensation. The next item to be considered is the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the 2021 fiscal year. By the Board -- they've been recommended by the Board's Audit Committee. We have with us on the line today, Phil Howard, Ernst & Young's lead audit partner for the Assembly Bio audit, who will respond to any appropriate questions after the presentation of the proposals. The Board recommends a vote for the ratification of Ernst & Young LLP as the company's independent registered public accounting firm. The fourth item for consideration is the amendment of the Assembly Biosciences, Inc. 2018 Stock Incentive Plan to increase the number of shares reserve for issuance thereunder by 2 million shares. The entire 2018 Stock Incentive Plan, including the proposed amendment, was included in the proxy statement that was previously made available to you. The Board of Directors recommends a vote for the amendment of the 2018 Stock Incentive Plan. The fifth and final item to be voted upon is the approval of the amendment and restatement of the company's 2018 Employee Stock Purchase Plan to increase the number of shares reserved for issuance thereunder by 900,000 shares and increase the maximum number of shares purchasable under the plan to 2,500 shares per offering period. The Board recommends a vote for the amendment and restatement of the ESPP. If you would like to ask a question about any of the proposals, please enter them on the virtual meeting portal. Seeing that no questions have been submitted, let's turn to the next item on the agenda, voting. For any stockholders present who have not yet voted, the polls will close momentarily. If you've already submitted a vote, you only need to vote now if you want to change that vote. Any votes submitted during the meeting will be reflected in the final results, which will be reported after the meeting. [Voting] It is now 8:10 Pacific Standard Time on May 20, 2021, and the polls are now closed. Let's move to the next item on the agenda, the inspector's report. Jason, please present the results of the voting.

Thanks, Bill. The preliminary results of the voting are as follows: the nominees for election to the Board of Directors have each been duly elected pursuant to proposal 1, and proposals 2, 3, 4 and 5 have each been approved by the necessary vote identified in the proxy statement that was previously made available to stockholders. The final voting results will be filed with the minutes of this meeting and will be publicly reported on a current report on Form 8-K within 4 business days of the end of this meeting.

Thank you, Jason. There being no other business properly brought before this meeting, this brings the formal business of the meeting to an end. I declare the meeting adjourned. Thank you all for attending today's meeting and for your continued support of Assembly Biosciences. Thank you.