Cara Therapeutics, Inc. (CARA) Earnings Call Transcript & Summary
June 4, 2020
Earnings Call Speaker Segments
Operator
operatorGreetings, and welcome to the Annual Meeting of Stockholders for Cara Therapeutics, Inc. I would now like to turn the conference call over to Mr. Derek Chalmers. Mr. Chalmers, the floor is yours, sir.
Derek Chalmers
executiveGreat. Thank you. Good morning, everybody. I am Derek Chalmers. I'm the Chief Executive Officer for Cara Therapeutics, and I'm very happy to welcome you to the Cara Therapeutics 2020 Stockholders' Meeting. Before I call the meeting to order, I'd like to introduce you to the other members of the Board and the business team who are present today. The other members of the Board here today are Dr. Jeffrey Ives, Harrison Bains Jr., Christopher Posner, Martin Vogelbaum. And Martin Vogelbaum also serves as the company's lead independent director. The other officers of the company here today are Richard Makara, our Vice President, Head of Accounting and Controller; and Scott Terrillion, our General Counsel and Secretary. And Mr. Terrillion will act as secretary for this stockholders' meeting. I'd also like to introduce Sean Riegler and Jason Robinson of Ernst & Young LLP, the company's auditors, who are available to respond to appropriate questions. And finally, I'd like to introduce Alison Haggerty of Cooley LLP, the company's outside Corporate Counsel. The meeting will now officially come to order. We'll proceed with the formal business of the meeting. The agenda and the rules of conduct for this meeting are posted on the annual meeting portal. We ask that you follow those rules to help the meeting run smoothly. We'll address questions during the Q&A portion of the meeting. [Operator Instructions] Will the secretary of this meeting please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?
Scott Terrillion
executiveI have at this meeting a complete list of the stockholders of record of the company's common stock at the close of business on April 15, 2020, which is the record date for this meeting. I also have an affidavit certifying that on April 22, 2020, a notice of Annual Meeting of Stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on April 15, 2020.
Derek Chalmers
executiveThanks, Scott. At this time, I'd also like to introduce [ John Holowa ] of Broadridge Financial Solutions. I am appointing Mr. Holowa to act as inspector of election at this meeting. Mr. Holowa has taken and subscribed the customary oath of office to execute his duties with strict impartiality. And we'll file this oath with the records of the meeting. His function is to decide upon the qualification of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the secretary of the meeting please report at this time with respect to the existence of a quorum?
Scott Terrillion
executiveI have been informed by the inspector of election that proxies have been received for 39,586,141 of the 46,727,725 shares of common stock outstanding on the record date. That number represents approximately 84.7% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
Derek Chalmers
executiveOkay. Very good. There are 4 proposals to be considered by the stockholders at this meeting.
Scott Terrillion
executiveThe time is now 11:04 on Thursday, June 4, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on.
Derek Chalmers
executiveThe first item of business is the election of 2 Class III directors to serve until the 2023 annual meeting and until their successors are elected. Dr. Derek Chalmers and Martin Vogelbaum are the nominees for our Class III directors. The second item of business today is the vote to approve on a nonbinding advisory basis the compensation of our named executive officers. Third item of business today is the vote to approve on a nonbinding advisory basis how frequently we should seek future nonbinding advisory votes to approve the compensation of our named executive officers. And finally, the fourth item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of Ernst & Young LLP as the independent registered public accounting firm for the company for the fiscal year ending December 31, 2020. That was the final proposal for today's meeting. The secretary of the meeting will now describe the voting procedures.
Scott Terrillion
executiveVoting is by proxy via Internet voting. You do not need to vote during the meeting if you have already sent in your signed proxy or if you have voted via Internet voting before the meeting. If you have not voted and you would like to vote now or if you would like to change your vote, click the Vote Here button at the bottom right-hand corner of the annual meeting portal. We'll pause for a moment now to give anyone who hasn't voted a chance to vote. Each share of common stock is entitled to one vote. [Voting]
Scott Terrillion
executiveThe time is now 11:07, and the polls are now closed for voting.
Derek Chalmers
executiveScott, may we have the results of the voting, please?
Scott Terrillion
executiveThe report of the inspector of election covering proposals presented at this meeting is as follows. One, the proposal to elect each of Dr. Derek Chalmers and Martin Vogelbaum as a Class III Director of the company is carried. Two, the proposal to approve on a nonbinding advisory basis the compensation of our named executive officers as set forth in our proxy statement is carried. Three, the proposal set to frequency of holding a future nonbinding advisory vote to approve the compensation of our named executive officers at 1 year is carried. Finally, number four, the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, is ratified. We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us. This concludes the formal portion of today's meeting. We will now entertain questions from stockholders.
Derek Chalmers
executiveOkay. Thank you, Scott. There being no questions recorded at this time, the meeting is now adjourned. Thank you, everybody, for dialing in today, and have a good day.
Operator
operatorAgain, we thank you, everyone. The conference call has now concluded. At this time, you may disconnect your lines. Thank you. Take care, and have a great day, everyone.
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