Crinetics Pharmaceuticals, Inc. (CRNX) Earnings Call Transcript & Summary

It is now shortly after 9:00 a.m. Pacific Time on Friday, August 28, 2026, 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 on which to be voted. Electronic voting will remain open for 5 minutes after the start of today's shareholder meeting. You do not need to vote today if you already sent in your signed proxy or voted via telephone or internet. Any shareholder who has not yet voted or wishes to change their vote may do so by following the instructions on the meeting page you used to enter the meeting. Each share of common stock is entitled to one vote on each proposal brought before the meeting.

First item of business is to consider and vote on the proposal to adopt the agreement and plan of merger dated as of 2026, which we'll refer to as the merger agreement by and among the company, Vertex Pharmaceuticals, Inc. Massachusetts Corporation, which we'll refer to as Vertex and Clark Merger Sub, Inc. a Delaware corporation and wholly own subsidiary of Vertex, which we'll refer to as merger sub. Pursuant to the terms of the merger agreement, merger sub will merge with and into the company, with the company surviving the merger as a wholly owned subsidiary of Vertex. This proposal is referred to as the merger proposal. The adoption of the merger agreement requires the affirmative vote of holders of a majority of the outstanding shares of our common stock entitled to vote thereon. Company's Board of Directors unanimously recommends that the shareholders vote in favor of the merger proposal. The second item of business today is to consider and vote on the proposal to approve by nonbinding advisory vote the compensation that will or may be paid or become payable to the company's named executive officers that is based on or otherwise relates to the merger and/or are the other transactions contemplated by the merger agreement as described in the proxy statement. The approval of the named executive officer compensation requires the affirmative vote of at least a majority of the votes cast for or against the matter at the meeting. The company's Board of Directors unanimously recommends that shareholders vote in favor of the proposal to approve the named executive officers' compensation. The third item of business is to consider and vote on any proposal to adjourn the meeting to a later date, if necessary or appropriate to solicit additional votes if there were not sufficient votes to approve the merger proposal at the time of the meeting. Because there are sufficient votes represented in person or by proxy at the meeting, the third item of business will not be presented to shareholders.

Before closing the polls, I confirm that a properly completed master ballot signed by Dr. Struthers and me voting all shares with respect to which we have been granted voting authority by proxies validly submitted by holders of record as of July 27, 2026, and in the manner directed in such proxies was submitted to the inspector in advance of the meeting and are hereby voted as instructed. We now have all of the ballots, since all those desiring to vote by ballot have done so. I now declare the polls of the Special Meeting of Shareholders closed. The inspector will count the votes.

I've been informed by Mr. Schilke that based on the preliminary voting results of the proxy votes we have received. One, the proposal to adopt the merger agreement has been approved. Two, the proposal to approve on a nonbinding advisory basis, the compensation of the company's named executive officers that is based on or otherwise relates to the merger and/or the other transactions as described in the proxy statement has not been approved. We will report 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 the meeting. This concludes today's meeting. This meeting is now adjourned. I would like to thank each of you once again for attending.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.