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

Good morning, and welcome to the 2024 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. In addition to tabling our financial statements, there are 4 motions that we will be voting on today. All of the motions will be voted on and the business of the meeting will then officially come to a close. The voting results from today's meeting will be available on EDGAR and SEDAR+ within 4 business days. I'll 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 for 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 30, 2024. I 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 30, 2024. Therefore, Mr. Chairman, this Annual General Meeting has been properly called.

With the consent of the meeting, I'll dispense on the reading of the formal notice of the meeting that has been sent to shareholders on May 3, 2024. 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. There are no objections.

According to the corporation's bylaws, a quorum of a meeting is at least 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 30, 2024, the record date, there were 142,663,526 common shares issued and outstanding. The preliminary scrutineers' report indicates that 141 shareholders representing in person or by proxy, 92,976,465 shares or 65.01% of the shares issued and outstanding as of the record date are represented here today at this meeting. I adopt the scrutineers' report on attendance and declare accordingly that a quorum is present. I now declare that the Annual General Meeting is regularly called and properly constituted for the transaction of business. But before commencing on the business of today's meeting, I'd like to ask for the secretary to explain the voting procedures to be followed at today's meeting.

There is one outstanding class of shares in the corporation, common shares, which are entitled to vote. The holders of common shares who are entitled to vote at the meeting are entitled to one 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 at the meeting. 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 for that particular matter, which will occur after the discussion on each resolution. At the appropriate time, you should 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 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 voting -- the procedure for asking questions. Only registered shareholders or validly appointed proxy holders will be able 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 bottom 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 which are not related to the proposals at this meeting will 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, repetitious of statements already made or in furtherance of the writer's own personal, political or business interests.

We've asked Stephen Robertson, a proxy holder, to make motions today, and Joe Miller, a proxy holder, will be seconding the motions. This is intended to make the meeting flow more smoothly. Voting for all 4 proposals is now open. So please feel free to vote at any time prior to voting being closed for each respective 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, 2023. Copies of the audited financial statements and auditor's report were made available to shareholders and were filed in the corporation's annual report to shareholders under the corporation's profile on SEDAR+ and EDGAR and posted on the corporation's website on February 15, 2024, and on April 29, 2024. Unless there are questions arriving from the audited financial statements and the auditor's report, I shall consider them received by shareholders as submitted to this meeting.

There are no questions at this time.

It's now time to proceed with Proposal 1, the election of directors for the upcoming year. The management information circular and proxy statement dated May 3, 2024, which was sent to shareholders and was amended by the supplement of the management information circular and proxy statement filed on June 3, 2024, contains the names of 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 other nominations that have been made in accordance with the bylaws of the corporation and applicable law. Accordingly, may we please have a motion that Daniel Billen, Peter Greenleaf; David Jayne, Hector MacKay-Dunn; Jill Leversage; Brinda Balakrishnan, Karen Smith, Jeff Bailey, and Robert Foster 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.

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

The voting for this motion is now closed. Now we will move on to the second proposal. 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 the 2025 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's no discussion, if you have not done so already, please cast your vote for the appointment of PwC as auditors of the corporation until the close of the 2025 Annual General Meeting of Shareholders or until a successor is appointed. [Voting]

The voting for this motion is now closed. Now we will move on to the third proposal. 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.

Is there any discussion on the motion?

There is no discussion at this time.

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

And the voting to this motion is now closed. Now we will move to the fourth and the final proposal. Proposal 4 is to approve the amendment and restatement of the corporation's equity incentive plan as adopted by the Board of Directors. Accordingly, may we please have a motion to approve the amendment and restatement of the corporation's equity incentive plan as set forth in the management information circular and proxy statement and as amended by the supplement to the management information circular and proxy statement that was filed on June 3, 2024.

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 done so already, please cast your vote on the amendment and restatement of the corporation's equity incentive plan. [Voting]

And the motion -- voting for this motion is now closed. With that, I now declare that all polls are closed. As a reminder, the scrutineer's tabulate of the results and the results of the meeting will be available on SEDAR+ and EDGAR in due course following today's meeting. This concludes all matters set out in the meeting -- notice of meeting. Is there any other business?

There is no other business.

As there is no further business, with the consent of the meeting, I declare this Annual General Meeting of the corporation concluded. Thank you.