Catalyst Pharmaceuticals, Inc. (CPRX) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Catalyst Pharmaceuticals, Inc. Before we get started, I'd like to go over a few items so you know how to participate in today's meeting. One, you joined the annual meeting using your computer speaker system by default. If you wish to listen into the meeting by telephone, you may use the phone number included in the proxy statement for the meeting, which is also set forth on the website for this annual meeting. Two, during the meeting, shareholders will have the opportunity to submit questions regarding you could see today's presenters by typing in the Ask Question box on the website for this annual meeting. Three, today's meeting is being recorded. I would now like to introduce Patrick J. McEnany, Chairman and CEO of Catalyst Pharmaceuticals, Inc., who will preside over today's meeting.

Thank you, Brian. Good morning, and welcome to the 2021 Annual Meeting of Stockholders of Catalyst Pharmaceuticals, Inc. I am Patrick McEnany, the Chairman, President and CEO of the company. Before the stockholders' meeting begins, I want to welcome you and express the thanks of the company's Board of Directors and management for your attendance here today. Our agenda for this morning calls for your vote on 4 matters. Please hold all questions until the formal portion of the meeting is completed. Before the formal business of the meeting begins, I'd like first to introduce you to members of our Board of Directors and our officers. Our directors: Philip Coelho; Charles O'Keeffe; David Tierney; Donald Denkhaus; Richard Daly; and Molly Harper; our officers, Dr. Steven Miller, our Chief Operating and Chief Scientific Officer; Dr. Gary Ingenito, our Chief Medical Officer and Head of Regulatory Affairs; Alicia Grande, our Chief Financial Officer; Dr. Preethi Sundaram, our Chief Product Development Officer; Brian Elsbernd, our Chief Compliance Officer and Chief Legal Officer; and Jeffrey Del Carmen, our Chief Commercial Officer. Also in attendance today are Patrick Messerli and Becky Linnett, the representatives of our auditor, Grant Thornton. I would like to also introduce you to the Corporate Secretary, Philip Schwartz, who will serve as secretary of this meeting. If there is any stockholder present who has not yet presented their proxy or otherwise advised us on the website for this annual meeting that they wish to vote at the meeting, please do so now. I will now call this meeting to order. Mr. Schwartz, will you please present to the meeting a list of the stockholders of the company entitled to notice of and to vote at the meeting.

I hereby present to the meeting the list of the stockholders of the company entitled to notice of and to vote at the meeting. Stockholder list arranged in alphabetical order showing stockholders of the company at the close of business on October 20, 2021, the record date fixed for the determination of stockholders entitled to notice of and to vote at the meeting shows that there were outstanding on the record date and entitled to vote at the meeting a total of 103,167,792 shares of the outstanding common stock of the company. The common stock is entitled to 1 vote per share.

The list of stockholders will remain available for inspection during this meeting. After this meeting, it will be preserved among the records of the company. Mr. Schwartz, will you now present the certificate of mailing, certifying the mailing of the notice of the annual meeting, proxy statement and other proxy materials on October 29, 2021.

Mr. Chairman, I present to the meeting a transfer agent certificate signed by Continental Stock Transfer & Trust Company, showing that the company's annual report to stockholders, the notice of Annual Meeting of Stockholders, proxy statement and proxy card were mailed on October 29, 2021, to the company's stockholders of record on October 20, 2021, the record date fixed for the meeting by the Board of Directors.

The original transfer agent certificate will be annexed to the minutes of the meeting. Before proceeding with the business of the meeting, it is in order to appoint an inspector of elections to conduct the votes by ballot, which will be taken at the meeting. Therefore, I appoint Mr. Schwartz as inspector of elections to conduct the votes by ballot or by proxy, which will be taken at the meeting.

I move for the adoption of the following resolution. Resolved, that the appointment of Philip B. Schwartz as inspector of elections to conduct any votes by ballot or by proxy, which may be taken at this meeting is hereby approved and confirmed.

I second the motion.

You've heard the motion to approve and confirm the appointment of Philip B. Schwartz as inspector of elections. Those in favor, signify their approval by saying aye. Those oppose, say no. [Voting]

The motion is carried. I will now present to the meeting the oath of inspector of elections and annexed the original oath of inspector of elections to the minutes of the meeting.

Mr. Chairman, I present to the meeting the oath of inspector of elections, which I have signed.

The inspector of elections has been requested to determine the number of shares of common stock represented at this meeting in person or by proxy and to advise us whether or not a quorum is present. I now call on Mr. Schwartz to make his report.

As inspector of elections, I find that the count of the stockholders who are present in person or are represented by a proxy at this meeting indicates that the holders of more than a majority of the shares issued and outstanding and entitled to vote are present at this meeting and therefore, in accordance with the company's bylaws, constitutes a quorum.

Since a quorum is present, we will proceed with this meeting. There are 4 items of business to be acted upon at this meeting, namely: first, to elect 7 directors, Patrick J. McEnany, Philip H. Coelho, Charles B. O'Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly and Molly Harper to serve until the 2022 Annual Meeting of Stockholders or until their representative -- respective successors are duly elected and qualified or until their earlier death, resignation or removal. Next, to approve the amendment to the company's 2018 stock incentive plan that will increase the shares available for issuance under that plan by an additional 5 million shares. Third, to approve on an advisory basis, the 2020 compensation of the company's named executive officers as set forth in the proxy statement. And last, to ratify the election of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. We will now proceed to the consideration of these matters. A link to the voting portal is included on the web page for this annual meeting. You will be able to vote in the manner permitted on the portal on which this virtual meeting is taking place. If you have already submitted your proxy, please do not vote at the meeting unless you want to revoke your proxy and cast your vote in person at this meeting. Please vote on each matter as soon as the motion regarding such matter has been made and seconded. The electronic votes submitted at this meeting through the voting portal will be collected after all of the matters to be considered at this meeting have been voted upon. We will now proceed to consideration of the first proposal.

I nominate Patrick J. McEnany, Philip H. Coelho, Charles B. O'Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly and Molly Harper to serve as directors of the company until the 2022 Annual Meeting of Stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal.

I second the motion.

Are there any further nominations? If not, I declare the nominations closed. Would you please vote now on the nominations of each director to serve as a director of the company until the 2022 Annual Meeting of Stockholders or until their successor is duly elected and qualified or until their earlier death, resignation or removal. [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed with regard to the election of the directors. We now move on to consideration of the second proposal.

I move that the following resolution be adopted. Resolved, that the amendment to the company's 2018 stock incentive plan to increase the number of shares of common stock available for issuance under the plan by 5 million shares in the form presented in the company's annual meeting proxy statement is hereby ratified and approved.

I second the motion.

Would you please vote now on the approval of the amendment to the company's 2018 stock incentive plan to increase the number of shares of common stock available for issuance under the plan by 5 million shares. [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed with regard to the proposed amendment to the company's 2018 stock incentive plan. We will now move on to the consideration of the third proposal.

I move that the following resolution be adopted. Resolved, that the stockholders of Catalyst Pharmaceuticals, Inc. approve on an advisory basis, the 2020 compensation of its named executive officers as disclosed in the proxy statement for the Annual Meeting of Stockholders held on December 3, 2021, pursuant to Item 402 of Regulation S-K, including the narrative discussion of executive compensation, the accompanying tabular disclosure regarding named executive officer compensation and the corresponding narrative disclosure and footnotes.

I second the motion.

Would you please vote now with regard to the approval on an advisory basis of the 2020 compensation of the company's named executive officers. [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed with regard to the approval on an advisory basis of the 2020 compensation of the company's named executive officers. We will now move to consideration of the fourth proposal.

I move that the following resolution be adopted. Resolved, that the engagement of Grant Thornton LLP as the company's registered independent public accounting firm for the fiscal year ending December 31, 2021, is hereby ratified and approved.

I second the motion.

You have heard the foregoing motion to ratify the engagement of Grant Thornton LLP as the company's independent auditors for the fiscal year ending December 31, 2021. Would you please proceed to vote with regard to the motion before the meeting? [Voting]

Has everyone had an opportunity to vote? If so, I declare the polls closed with regard to the motion to ratify the engagement of Grant Thornton LLP as the company's independent auditors for the fiscal year ending December 31, 2021. Now that all voting has been completed, I would request that the inspector of elections report on the votes taken at this meeting. Mr. Schwartz?

As inspector of elections for this meeting, I am pleased to report that each of the proposals that have been considered and voted on at this meeting have been approved by the requisite vote of stockholders required to approve each such proposal.

I move that the report of the inspector of elections be accepted and approved.

I second the motion.

You have heard the motion to accept and approve the report of the inspector of elections. Those in favor, signify their approval by saying aye. [Voting]

Those oppose? [Voting]

The motion is carried. The report of the inspector of elections has been accepted and approved and will be attached to the minutes of this meeting. Now that the formal portion of our meeting has been completed, we will be happy to answer any questions that you may have.

[Operator Instructions]

Okay. There appears to be no questions. Is there any further business to come before this meeting? There being no further business to come before the meeting, a motion to adjourn is in order.

I move that this meeting be adjourned.

I second the motion. Those in favor, signify their approval by saying aye. [Voting]

Those oppose, say no. [Voting]

The motion is carried, and this meeting is adjourned. Thank you.