Aurinia Pharmaceuticals Inc. (AUPH) Earnings Call Transcript & Summary

Good morning, and welcome to the 2022 Aurinia Pharmaceuticals Inc. Annual General Meeting. The meeting will now come to order. My name is Peter Greenleaf, and I'm the President and Chief Executive Officer of the corporation. Pursuant to the bylaws of the corporation, I will be acting as the Chairman of the meeting. Due to the ongoing public health impact of the COVID-19 pandemic, this year's meeting is being held as a virtual meeting of shareholders. In addition to tabling our financial statements, there are 3 motions that we're going to be voting on today. All of the motions will be voted on, we will announce our preliminary voting results, and the business of the meeting will officially come to a close. I will ask Stephen Robertson, Corporate Secretary of the corporation, to act as Secretary for this meeting, and I will ask Kyle Gould of Computershare Trust Company of Canada to act as scrutineer of the meeting. Would the Secretary please assure us that the Annual General Meeting has been properly called?

As noted in the proxy materials delivered to shareholders, the record date for this meeting was the close of business on April 14, 2022 and have before me an affidavit of a representative of Computershare Trust Company of Canada attesting that the notice calling this Annual General Meeting, together with the management information circular and proxy statement and the form of proxy, were delivered in accordance with the Business Corporations Act of Alberta and applicable securities laws to all shareholders of record as of the close of business on April 14, 2022. Therefore, Mr. Chairman, this Annual General Meeting has been properly called.

With the consent of the meeting, I will dispense with reading the formal notice of meeting that was sent to shareholders on April 21, 2022. Are there any objections?

We will pause for approximately 30 seconds to allow shareholders or proxy holders to submit any objections. Please also take this opportunity to submit any discussion points you may have with respect to any of the proposals for consideration at this meeting, which will be addressed at the appropriate time for each proposal. We will not otherwise be pausing during the AGM. [Voting]

There are no objections.

According to the corporation's bylaws, a quorum of the meeting is 2 shareholders present in person or proxy holding, in the aggregate, not less than 33 1/3% of the outstanding shares of the corporation carrying the right to vote at this meeting. We have the necessary quorum. On April 14, 2022, the record date, there were 141,741,580 common shares issued and outstanding. The preliminary scrutineer's report indicates that 127 shareholders, representing in person or by proxy, 72,046,169 shares or 50.83% of shares issued and outstanding as of the record date are represented here today at this meeting. I adopt the scrutineer's report on attendance and declare accordingly that a quorum is present. I now declare that the Annual General Meeting of Shareholders is regularly called and properly constituted for the transaction of business. Before commencing with the business of the meeting, I would like to ask the Secretary to explain the voting procedures to be followed at the meeting.

There is 1 outstanding class of common shares in the corporation, common shares, which are entitled to vote. The holders of common shares are entitled to 1 vote for each common share held. Voting for each resolution will be by an online voting mechanism. Only registered shareholders or validly appointed proxy holders may vote. The online voting mechanism will be open for all resolutions at the same time, and we encourage you to enter your vote for all resolutions at this time. You may also wait until the conclusion of any discussion on each resolution prior to casting your vote. Voting for each matter will remain open until the Chairman declares the voting closed, which will occur after the discussion on each resolution. You will see a voting icon on your screen and the resolution wording will be displayed. To vote, select one of the voting options. Your response will be highlighted. A confirmation message will appear to show you that your vote has been received. In order for your vote to be properly recorded, it is important that you remain connected to the Internet at all times. If you are not connected, your vote will not be recorded. If you previously voted by completing and delivering a proxy and a choice was specified in the proxy, you should not cast another vote unless you wish to revoke your proxy. Now let me explain the procedure for asking questions. Only registered shareholders or validly appointed proxy holders are permitted to ask questions. When you wish to ask a question, please select the messaging icon and type your question within the chat box at the beginning of the messaging screen. Click the send button and you should receive a confirmation that your message has been received. If you have a question related to the proposals that are being considered at this meeting, we would ask that you submit them now for consideration at the appropriate time. Questions may be ruled as out of order or not responded to if they are, among other things, irrelevant to our business or the business of the meeting, related to pending or threatened litigation, disorderly, repetitions of statements already made or in furtherance of the writer's own personal, political or business interest.

We have asked Stephen Robertson, a proxy holder, to make motions today, and Joe Miller, a proxy holder will be seconding motions. This is intended to make the meeting flow more smoothly. Voting for all 3 proposals is now open. Please feel free to vote at any time prior to voting being closed for a prospective matter. Before voting on proposal 1, I'd like to table the audited financial statements of the corporation and the report of the auditors thereon for the fiscal year ended December 31, 2021. Copies of the audited financial statements and auditor's report were made available to shareholders and were filed in the corporation's annual report on Form 10-K under the corporation's profile under SEDAR and EDGAR and posted on the corporation's website on February 28, 2022. Additional copies are available by sending an e-mail request to us at [email protected]. So unless there are questions arising from the audited financial statements and auditor's report, I shall consider them received by shareholders as submitted to this meeting.

There are no questions at this time.

It is now in order to proceed with proposal 1, which is the election of directors for the upcoming year. The management information circular and proxy statement dated April 15, 2022, which was mailed to shareholders, contains the names and information about management's 9 nominees to the Board of Directors. There are 9 positions to be filled, each until the next annual meeting, and there were no further nominations that have been made in accordance with the advanced notice provisions of the bylaws of the corporation. Accordingly, may we please have a motion that George Milne; Daniel Billen; Hector MacKay-Dunn; Peter Greenleaf; Joseph Hagan; David Jayne; Jill Leversage; Timothy Walbert; and Brinda Balakrishnan be elected to hold office until the next Annual Meeting of Shareholders.

So moved.

I second the motion.

Is there any discussion on the motion?

There is no discussion at this time.

So as there is no discussion, if you have not already done so, please cast your votes for the election of directors. Voting for each nominee will be conducted individually. Please scroll down to ensure you have voted on all 9 nominees. [Voting]

The voting to this motion is now closed. Based on the votes available to me, I declare that each of George Milne, Daniel Billen, Hector MacKay-Dunn, Peter Greenleaf, Joseph Hagan, David Jayne, Jill Leversage, Timothy Walbert and Brinda Balakrishnan are elected to hold office as directors until the next Annual Meeting of Shareholders. Proposal 2 is the appointment of auditors. May we please have a motion that PricewaterhouseCoopers LLP, chartered professional accountants, be appointed as auditors of the corporation until the close of 2023 Annual General Meeting of Shareholders or until a successor is appointed.

So moved.

I second the motion.

Is there any discussion on the motion?

There is no discussion at this time.

As there is no discussion, if you have not already done so, please cast your vote on the appointment of PricewaterhouseCoopers LLP, chartered professional accountants, as auditors of the corporation until the close of the 2023 Annual General Meeting of Shareholders or until a successor is appointed. [Voting]

The voting for this motion is now closed. Based on the votes available to me, I declare the motion carried by the requisite majority. Proposal 3 is the advisory vote on executive compensation. Accordingly, may we please have a motion to approve, on a nonbinding advisory basis, a say-on-pay resolution regarding the corporation's executive compensation as set forth in the corporation's management information circular and proxy statement for this meeting.

So moved.

I second the motion.

Do we have any discussion on this motion?

There is no discussion at this time.

As there is no discussion, if you have not already, please cast your vote, on a nonbinding advisory basis, the say-on-pay resolution regarding the corporation's executive compensation. [Voting]

The voting for this motion is now closed. Based on the votes available to me, I declare the motion has been carried by the requisite majority. I now declare that all polls are closed. The scrutineers will tabulate the results, and the official results of the meeting will be available on sedar.com and sec.gov following today's meeting. This concludes all matters set out in the notice of meeting. Is there any further business?

There is no further business.

And as there is no further business, with consent of the meeting, I declare this Annual General Meeting of the corporation concluded. On behalf of management, our Board of Directors and all of Aurinia's employees, I'd like to thank you for your continued support. Thank you, and please stay safe, everyone.