Cara Therapeutics, Inc. (CARA) Earnings Call Transcript & Summary
June 3, 2021
Earnings Call Speaker Segments
Derek Chalmers
executiveSo, good afternoon, everybody. I am Derek Chalmers, and I'm the Chief Executive Officer of Cara Therapeutics, and I'm very happy to welcome you to the Cara Therapeutics' 2021 Stockholders Meeting. Before I call the meeting to order, I'd like to introduce to you, the other members of the Board and the business team, who are with us today on the call. The other members of the Board here in person are Dr. Jeffrey Ives, Harrison Bains, Jr., Christopher Posner, Dr. Susan Shiff, and Martin Vogelbaum, who also serves as the company's lead independent Director. The other officers of the company here today are Thomas Reilly, our Chief Financial Officer; and Scott Terrillion, our General Counsel, Secretary and Chief Compliance Officer; and Mr. Terrillion will act as Secretary for the 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 would like to introduce Darren DeStefano of Cooley LLP, the company's outside Corporate Counsel. So the meeting will now officially come to order. We will proceed with the formal business of the meeting. The agenda and rules of conduct for the meeting are posted on the annual meeting portal. We ask that you please follow these rules to help the meeting run smoothly. We will address questions during the Q&A portion of the meeting. If you have a question, please submit it in the Q&A section on your web console. 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 12, 2021, the record date for this meeting, which is available on the annual meeting portal, if any stockholder wishes to examine it. I also have an affidavit certifying that on April 23, 2021, 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 12, 2021.
Derek Chalmers
executiveThank you. And at this time, I'd like to introduce [ John Holowa ] of Broadridge Financial Solutions, I'm 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. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the Secretary of this meeting please report at this time with respect to the existence of a quorum?
Scott Terrillion
executiveI have been informed by the Inspector of Elections that proxies have been received for 41,281,642 of the 50,041,626 shares of common stock outstanding on the record date, which represents approximately 82.5% 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
executiveThank you. There are 3 proposals to be considered by the stockholders at this meeting.
Scott Terrillion
executiveThe time is now 12:04 on Thursday, June 3, 2021, 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 upon.
Derek Chalmers
executiveSo the first item of business is the election of 2 Class I directors to serve until the 2024 Annual Meeting and until their successors are elected. Harrison Bains, Jr., and Susan Shiff, Ph.D, are the nominees for our Class I directors. The second item of business today is the vote to approve on a nonbinding advisory basis, the compensation of our named executive officers; and the third the 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 of the company for the fiscal year ending December 31, 2021. That was the final proposal for today's meeting. The Secretary of this 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've already sent in your signed proxy or if you have voted via Internet voting before this 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 button on your web console. We'll pause for a moment to give anyone who hasn't yet voted a chance to vote. Each share of common stock is entitled to 1 vote. [Voting]
Scott Terrillion
executiveThe time is now 12:06, and the polls are now closed for voting.
Derek Chalmers
executiveMay we please have the results of the voting?
Scott Terrillion
executiveThe report of the Inspector of Election covering the proposals presented at this meeting is as follows: The proposal to elect each of Harrison M. Bains, Jr. and Susan Shiff, Ph.D. as a Class I Director of the company is carried. 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. The selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, 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.
Derek Chalmers
executiveThanks, Scott. So this concludes the formal portion of today's meeting. We will now entertain questions from stockholders. There being no questions presented, the meeting is now adjourned. And thank you, everyone, for attending, and have a good day.
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