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

Good morning, and welcome to the 2023 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. [Operator Instructions] Last, today's meeting is being recorded. I would now like to introduce Patrick J. McEnany, CEO of Catalyst Pharmaceuticals, who will preside over today's meeting.

Thanks, Brian. Good morning, and welcome to the 2023 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 our company's Board of Directors and management for your attendance here today. Our agenda for this meeting 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 first like to introduce you to the members of our Board of Directors and our executive officers who are present at the meeting. Directors present are Charles O'Keeffe, David Tierney, Donald Denkhaus, Richard Daly, Molly Harper and Tamar Thompson. Executive officers present are 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; Brian Elsbernd, our Chief Legal and Compliance Officer; Jeffrey Del Carmen, our Chief Commercial Officer; and Dr. Preethi Sundaram, our Chief Strategy Officer. I'd like to also introduce you to our Corporate Secretary, Philip Schwartz, who will serve as the 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 the meeting to order. Mr. Schwartz, will you please present to the meeting a list of the stockholders of the company entitled to notice and to vote at the meeting?

Thank you, Mr. McEnany. I hereby present to the meeting the list of the stockholders of the company entitled to notice of and to vote at the meeting. Stockholders list arranged in alphabetical order shows that stockholders at the close of business on July 5, 2023, the record date fixed for the determination of stockholders entitled to notice of and to vote at the meeting, shows that there were total outstanding on the record date and entitled to vote at the meeting of 106,507,108 shares of common stock of the company. Each share of common stock is entitled to 1 vote per share.

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 July 17, 2023.

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 of Stockholders, the Notice of Annual Meeting of Stockholders, proxy statement and proxy card were mailed on July 17, 2023 to the company's stockholders of record on July 5, 2023, the record date fixed for the meeting by the Board of Directors.

The original transfer agent certificate will be annexed to the minutes of this 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 our 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 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 Schwartz as Inspector of Elections. Those in favor, signify their approval by saying aye. Those opposed, say no. [Voting]

The motion is carried. I will now present to the meeting the oath of Inspector of Elections, which will be -- and annexed to the minutes of this meeting following the meeting.

Mr. Chairman, I present to the meeting the oath of Inspector of Elections signed by me.

I am asking the Inspector of Elections 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 a 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 the meeting, and that therefore, in accordance with the company's bylaws, a quorum is present.

Since a quorum is present, we will now proceed with this meeting. There are 4 items of business to be acted upon at this meeting, namely: number one, to elect 7 directors, Patrick J. McEnany, Charles B. O'Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly, Molly Harper and Tamar Thompson, to serve until the 2024 Annual Meeting of Stockholders or until their representative -- respective successors are duly elected and qualified or until their earlier death, resignation or removal; second, to approve an amendment to the company's 2018 Stock Incentive Plan that will increase the shares available for issuance under that plan by an additional 3 million shares; third, to approve on an advisory basis the 2022 compensation of the company's named executive officers as set forth in the proxy statement; and last, to ratify the selection of Grant Thornton LLP and as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023. 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'll 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 the consideration of the first proposal.

I nominate Patrick J. McEnany, Charles B. O'Keeffe, David S. Tierney, Donald A. Denkhaus, Richard J. Daly, Molly Harper and Tamar Thompson to serve as directors of the company until the 2024 Annual Meeting of Stockholders, or until their successors are 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 nomination of each director to serve as a director of the company until the 2024 Annual Meeting of Stockholders or until their successor is duly elected and qualified, 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 directors. We will 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 3 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 3 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 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 2022 compensation of the company's named executive officers as disclosed in the proxy statement for the Annual Meeting of Stockholders to be held on August 22, 2023, pursuant to Item 402 of Regulation S-K, including the narrative discussed 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 2022 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 2022 compensation of the company's named executive officers. We will now move to the consideration of the fourth proposal.

I move that the following resolution be adopted: Resolved, that the engagement of Grant Thorton LLP as the company's registered independent public accounting firm for the fiscal year ending December 31, 2023, is hereby ratified and approved.

I second the motion.

You've heard the foregoing motion to ratify engagement of Grant Thorton LLP as the company's independent auditors for the fiscal year ending December 31, 2023. 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, 2023. Now that all voting has been completed, I would request that the Inspector of Elections' report on the votes taken at this meeting.

As Inspector of Elections for this meeting, I am pleased to report that each of the proposals to be considered and voted on at this 2023 Annual Meeting of Stockholders has 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've heard the motion to accept and approve the report of the Inspector of Elections. Those in favor, signify their approval by saying aye. Those opposed, say no. [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'll be happy to answer any questions that you may have.

Thank you, Mr. McEnany. Management will now answer questions submitted during today's meeting. [Operator Instructions]

There being 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 the approval by saying aye. Those opposed, say no. [Voting]

Aye.

The motion is carried, and the meeting is adjourned. Thank you for attending our 2023 Meeting of Stockholders.