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

Good morning, and welcome to the 2025 Aurinia Pharmaceuticals 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 Chair 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 close. The voting results from today's meeting will be available on EDGAR and SEDAR+ within 4 days of business -- 4 business days, excuse me. I'll ask Stephen Robertson, our Corporate Secretary of the corporation, to act as secretary for this meeting, and I'll ask Keith Clermont 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 12, 2025. 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 12, 2025. Therefore, Mr. Chair, 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 17, 2025. 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 would be addressed at the appropriate time for each proposal. We will not otherwise be pausing during the meeting.

According to the corporation's bylaws, quorum of the meeting is at least 2 shareholders present in person or proxy holding, in the aggregate, not less than 33.3333% of the outstanding shares of the corporation carrying the right to vote at this meeting. We have the necessary quorum. On April 12, 2025, the record date, there were 136,646,428 common shares issued and outstanding. The preliminary scrutineers' report indicates that 138 shareholders representing in person or by proxy 93,791,979 shares or 68.50% of the shares issued and outstanding as of the record date are represented here at today's 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 is regularly called and properly constituted for the transaction of business. Before commencing with the business of the meeting, I would like to ask that the secretary explain the voting procedures to be followed at the meeting.

There is one outstanding class of common shares -- 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 Chair 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 procedure for asking questions. Only registered shareholders or validly appointed proxy holders will be able to ask questions. [Operator Instructions] If you have a question relating 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, business interest.

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. Please feel free to vote at any time prior to the 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, 2024. Copies of the audited financial statements and the 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 27, 2025. 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.

So it's time now to proceed with proposal 1, the election of directors for the upcoming year. The management information circular and proxy statement dated April 17, 2025, which was sent to shareholders, contains the name and information of about management's 6 nominees to the Board of Directors. There are 6 positions to be filled, each until the next annual meeting, and there are no other nominations that have been made in accordance with the company's bylaws and applicable law. May we please have a motion that Kevin Tang, Jeffrey A. Bailey, Kathy Goetz, Peter Greenleaf, Craig Johnson and Tina S. Nova be elected to hold office until the close of 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 for the election of directors. Voting for each nominee will be conducted individually. Please scroll down to ensure you have voted on all nominees. [Voting]

The voting for this motion is now closed. Based on the votes available to me, I declare that Kevin Tang, Jeffrey Bailey, Kathy Goetz, Peter Greenleaf, Craig Johnson and Tina S. Nova are elected to hold office as directors until the next Annual Meeting of Shareholders. Now we'll 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 next Annual 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 PwC as auditors of the corporation until the close of the next Annual Meeting of Shareholders or until a successor is appointed. [Voting]

The voting for this motion is now closed. And based on the votes available to me, I declare the motion carried by the requisite majority. Now we'll move to the third proposal. Proposal 3 is an advisory vote on executive compensation. 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.

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

The voting for this motion is now closed. And based on the votes available to me, I declare the motion carried by the requisite majority. Now we'll move on to the fourth and 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. 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 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 the amendment and restatement of the corporation's equity incentive plan. [Voting]

The voting for this motion is now closed. And based on the votes available to me, I declare the motion carried by the requisite majority. As a reminder, the scrutineers will tabulate the results, and the results of this meeting will be available on SEDAR+ and EDGAR in due course following today's meeting. This concludes all matters set out in the Notice of Meeting. Is there any other further business?

There is no further 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.