BioMarin Pharmaceutical Inc. (BMRN) Earnings Call Transcript & Summary

Good morning and welcome to the 2021 Annual Meeting of Stockholders of BioMarin Pharmaceutical Inc. At this time, I would like to turn the conference over to Jean-Jacques Bienaimé, Chief Executive Officer and Chairman of the Board of BioMarin. Please go ahead.

Thank you. Good morning and good afternoon on behalf of the entire BioMarin Board, our officers and employees. I want to welcome all of you to the Annual Meeting of Stockholders of BioMarin Pharmaceutical Inc. Our Board annually considers the appropriate format for our annual meeting. And this year, we decided to hold a virtual annual meeting due to the COVID-19 global pandemic. I am Jean-Jacques Bienaimé, Chief Executive Officer and Chairman of the Board of BioMarin. I will be presiding at this meeting. Laura Woodhead, Vice President and Deputy General Counsel of the company, who will act as a secretary of this meeting. Within the virtual meeting platform, you will find a copy of the rules of conduct and procedures for the annual meeting. So as to conduct an orderly meeting, we ask that participants abide by those rules. Before proceeding with the meeting formalities, please note that I am reading from a script. For your information, the script helps to ensure observance of legal formalities and a smooth flow of business at the meeting. I now call the meeting to order and recognize Ms. Woodhead.

Mr. Bienaimé, I have a copy of the list of stockholders of record as of March 29, 2021, the record date for this meeting, and a certificate attesting that such list has been made available for examination of BioMarin's public website at investors.biomarin.com for the 10 days immediately preceding this meeting. I also have a copy of the notice of meeting and an affidavit attesting that such notice was mailed on or about April 13, 2021, to all stockholders of record as of March 29, 2021.

The original affidavit, together with the documents attached and the original certificate should be annexed to the minutes of this meeting. [ Kelsey Fletcher ], representing Broadridge Financial Solutions, will act as the inspector of election of this meeting and any adjournments thereof. And she has subscribed an oath to execute faithfully her duties as voting inspector. Voting on the matters to be considered will be by ballot. For this purpose, stockholders who are on this conference call who wish to change their votes from their previously submitted proxies or who wish to vote during the annual meeting should vote in accordance with instructions provided on Page 93 and 94 for BioMarin's proxy statement under the header, How Do I Vote? Ms. [ Fletcher ], will you please report on the number of shares of the company's stock that are represented at this meeting.

Mr. Bienaimé, the virtual meeting attendance has been canvassed. And I wish to report that there are present on this conference call or represented by proxy 159,678,491 shares of the company's common stock, representing approximately 87% of the shares that are issued, outstanding and entitled to vote at this meeting. Such shares constitute a quorum for the transaction of business at this meeting.

Thank you. So as the holders of a majority of the shares who are entitled to vote at this meeting are present, either on this conference call or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The polls are now open for voting. The stockholders who have submitted proxies or who have previously voted via the internet or by phone and who do not wish to change their votes do not need to take further action. Their votes will be counted automatically. The next order of business is a description of the matters to be voted on at today's meeting. There are 4 proposals to be considered by the stockholders at this meeting. The matters to be voted on at this meeting are listed in the proxy statement related to this meeting. We will vote after all items have been presented. And when the report of the inspector of election is complete, we will announce the results. Stockholders who wish to ask a question regarding any of the proposals may do so by submitting the question in writing where indicated on the webcast portal for this meeting in accordance with the rules of conduct and procedures. Only stockholders will be permitted to submit questions. We will do our best to respond to the questions received in the time permitted. The first proposal before the stockholders of the corporation is the election of 11 directors to serve on the company's Board. Pursuant to the company's bylaws, the Board has nominated me, Jean-Jacques Bienaimé, Elizabeth Anderson, Willard Dere, Michael Grey, Elaine Heron, Maykin Ho, Robert Hombach, Bryan Lawlis, Richard Meier, David Pyott and Dennis Slamon each to serve as Director of the company until the next Annual Meeting of Stockholders and until his or her successor shall be elected and shall qualify. There being no other nominations, the nominations are hereby closed. The second proposal before the stockholders is the ratification of the election of the selection by the Board of Directors of KPMG LLP as BioMarin's independent registered public accounting firm for the year ending December 31, 2021. The third proposal before the stockholders is an advisory votes on the compensation of the company's named executive officers as disclosed in the proxy statement relating to this meeting. The stockholders have been asked to vote on an advisory basis on the following resolution: resolved that the company's stockholders hereby approve, on an advisory basis, the compensation of the company's named executive officers, as disclosed in the proxy statement, pursuant to the compensation disclosure rules of the SEC, including the compensation discussion and analysis, compensation tables and narrative discussion and any related material. The fourth proposal before the stockholders is the approval of an amendment to the company's 2017 Equity Incentive Plan as amended. I will now take a moment to check if any questions regarding today's proposals have been submitted online. And after the formal part of the meeting, there will be -- also be an opportunity for Q&A on general matters other than the 4 proposals under consideration at this meeting. Apparently, it looks like there are no questions. So there are -- no questions regarding today's proposals were submitted online, so I will now continue the meeting. So at this point, I declare the polls are now closed, and I would like to call Ms. Fletcher to report on her tabulation of the votes.

Mr. Bienaimé, the results of the voting on the matters considered at the meeting are as follows: proposal #1, election of Directors, Jean-Jacques Bienaimé, Elizabeth Anderson, Willard Dere; Michael Grey, Elaine Heron, Maykin Ho, Robert Hombach, Bryan Lawlis, Richard Meier, David Pyott and Dennis Slamon are the 11 individuals receiving the greatest number of votes for the position of director. Proposal #2, ratification of the KMG LLP. A majority of the shares of common stock cast that were entitled to vote and represented on this conference call or by proxy at this meeting were voted for the ratification of the selection of KPMG LLP by the Board of Directors as Marin's independent registered public accounting firm for the year ended December 30, 2021 (sic) [ December 31, 2021 ]. Proposal #3 advisory vote on the executive compensation. A majority of the shares of common stock cast that were entitled to vote and represented on this conference call or by proxy at this meeting were voted for the approval on an advisory basis of the compensation of the company's named executive officers, as disclosed in the proxy statement. Proposal #4, approval of an amendment to the 2017 Equity Incentive Plan as amended. A majority of the shares of common stock cast that were entitled to vote and represented on this call or by proxy at the meeting were voted for the approval of the amendment to the company's 2017 Equity Incentive Plan.

So based on the reported results, I declare that all of the director nominees have been elected, and proposals #2, 3 and 4 have been approved. A full tally of the final voting results will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within 4 business days of this meeting. The meeting is adjourned. I would like -- if you would like more information about BioMarin's recent developments. I invite you to review our investor corporate presentation available on our public website, investors.biomarin.com under the Events & Presentations tab. I will now take a moment to check if any questions have been submitted online in accordance with the rules of conduct and procedures, and we will answer appropriate questions within the time permitted. Chris Gentle of KPMG LLP, BioMarin's independent auditor, is also on the conference call and available to respond to appropriate questions submitted online. So are there any questions submitted online? It doesn't look like it. So no questions were submitted online. So we will now end the meeting. Thank you for your support of BioMarin and for attending the Annual Shareholder Meeting. Good bye.