Curis, Inc. (CRIS) Earnings Call Transcript & Summary

Welcome to the Curis Virtual Annual Meeting of Stockholders. I am Tom, and I'll be your operator for this meeting. [Operator Instructions] I will now turn the meeting over to Jim Dentzer, and you may begin.

Good morning, and welcome to Curis' First Virtual Annual Meeting of Stockholders. I'm Jim Dentzer, President and CEO and a member of the Board of Directors of Curis, and I will be presiding over this meeting. In response to COVID-19 pandemic, we are conducting this annual meeting virtually to prioritize the health and safety of the company and stockholders during this difficult period. I call this meeting to order and welcome the Curis stockholders to the 2020 Virtual Annual Meeting of Stockholders. Please refer to the agenda and the rules of conduct on the annual meeting web portal. First, I would like to ask Bill Steinkrauss, our Chief Financial Officer, to conduct the formal part of this meeting. Once all of the votes are taken, we will adjourn the formal part of the meeting, and we will answer questions that have been submitted by stockholders. Only validated stockholders may ask questions in the designated field on the annual meeting web portal. Out of consideration for others, please limit yourself to 2 questions, and please note that this meeting is being recorded. Mr. Aaron, a representative from our proxy coordinator, Broadridge Financial Solutions, has been appointed to act as Inspector of Election. Participating in the meeting telephonically are the other directors of the company: Martyn Greenacre, Chairman of our Board; Dr. Kenneth Kaitin, Dr. Lori Kunkel; and Dr. Marc Rubin. In addition, I would also like to introduce Dr. Robert Martell, our Head of R&D; and Bill Steinkrauss, our Chief Financial Officer. Finally, we have with us on the call representatives from Wilmer Cutler Pickering Hale and Dorr, our outside legal counsel; and representatives from PricewaterhouseCoopers, our independent auditors. I'll now turn the meeting over to Bill, who will conduct the formal part of the meeting. Bill?

Thank you, Jim. Voting will proceed after I declare that the polls are open and will continue until I announce that the polls are closed. No voting or revocations thereof or changes to will be accepted after the polls are closed. We will announce the results of the voting following the tabulation of the voting. If you have a question on proposal, please submit your question through the annual meeting web portal. We will answer them after all proposals have been presented. Please note that various remarks that we make -- that we may make about future expectations, plans and prospects for the company constitute forward-looking statement for purposes of the safe harbor provisions under the U.S. Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent quarterly report on Form 10-Q, which is on file with the SEC. Additionally, these forward-looking statements represent our expectations only as of today. While we may elect to update these forward-looking statements, we specifically disclaim any obligation to do so. Any forward-looking statement should not be relied upon as representing our estimates or views as of any date subsequent to today. As indicated in the notice of the meeting and accompanying documents, which were mailed to all stockholders, we are here today to consider 6 proposals. We will consider each item in turn in the same order in which it appears in the notice of meeting. I have received an affidavit from the company's proxy coordinator, Broadridge Financial Solutions, Inc., certifying that on April 22, 2020, the notice of the Internet availability of proxy materials of annual meeting was sent to all stockholders of record as of April 6, 2020. Mr. Aaron has been appointed to act as Inspector of Elections. I will now ask Mr. Aaron to furnish us with a count of the number of shares represented at this meeting to determine whether the shares represented at this meeting, either present virtually or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Aaron?

I can confirm that there are present at this meeting, present virtually or through proxy, a total of 29,202,946 shares of common stock out of a total of 36,582,309 shares of common stock outstanding as of April 6, 2020, and are entitled to vote at this meeting.

Thank you, Frank. And we have a quorum. Turning now to the items to be voted on at this meeting. As indicated in the notice of meeting and accompanying documents that were sent to stockholders, the first matter to be voted on by the stockholders is the election of 2 Class III directors. The nominees for election are Martyn Greenacre and Kenneth Kaitin. The Board recommends that the nominees be elected as Class III directors of the company to serve for a term of 3 years expiring at the 2023 Annual Meeting and until their successors are duly elected and qualified. The second matter to be voted on by stockholders is the approval of the second amendment to the Third Amended and Restated 2010 Stock Incentive Plan to reserve an additional 1 million... [Technical Difficulty]

Please stand by, ladies and gentlemen, for one moment. Mr. Steinkrauss, please continue. Your line is connected, Mr. Steinkrauss.

This is Jim Dentzer. Why don't I continue until Bill can connect? All right. The Board recommends that the second amendment to the Third Amended and Restated 2010 Stock Incentive Plan to reserve an additional 1.3 million shares of common stock for issuance under the plan be approved. The third matter to be voted on by the stockholders is the approval of an amendment to our restated certificate of incorporation to increase the number of authorized shares of our common stock from 101,250,000 to 151,875,000. The Board recommends that the amendment to our restated certificate of incorporation to increase the number of outstanding -- I'm sorry, increase the number of our authorized shares of our common stock from 101,250,000 to 151,875,000 be approved. The fourth matter to be voted on by stockholders is the approval of an advisory vote on executive compensation. The proxy statement for this meeting contains the text of the resolution that stockholders are asked to approve. The Board recommends that the resolution set forth in the proxy statement regarding the approval of executive compensation be approved. The fifth matter to be voted on is the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The Board recommends that the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, be ratified. The sixth and final matter to be voted on is the approval for purposes of NASDAQ Listing Rule 5635(d of the issuance of additional shares of our common stock to Aspire Capital Fund, LLC. The Board recommends that the issuance of additional shares of common stock to Aspire Capital Fund, LLC for purposes of NASDAQ Listing Rule 5635(d) be approved. Okay. Let's pause here and see if there are any questions on any of the proposals. All right. I can see that there are no questions. The polls are open for each matter to be voted upon today. If you've previously voted, whether by mail, telephone or Internet, and you do not intend to change your vote, then there is no need for you to complete another proxy or to electronically vote during this meeting. If you are eligible to vote and you have not submitted your proxy or if you wish to change your vote, you may do so through the annual meeting web portal by clicking on the Vote/Share button and following the directions there. I'll pause for voting. [Voting]

Now that the stockholders have had the opportunity to vote virtually, this concludes the business items on the agenda for this annual meeting. The polls are now closed. Mr. Aaron, please tabulate the votes.

The holders of a plurality of the votes cast have voted for each of the nominees, and I hereby declare that each of the nominees has been elected as a Class III director. The holders of a majority of the votes cast have voted to approve the second amendment to the Third Amended and Restated 2010 Stock Incentive Plan to reserve an additional 1.3 million shares of common stock for issuance under the plan, and I hereby declare that the amendment to the plan has been so approved. The holders of a majority of the common stock outstanding as of April 6, 2020, have voted to approve the amendment to the restated certificate of incorporation to increase the number of authorized shares of common stock from 101,250,000 to 151,875,000, and I hereby declare that the amendment to the restated certificate of incorporation has been so approved. The holders of the majority of the votes cast have voted in favor of the resolution regarding executive compensation, and I hereby declare that the resolution regarding executive compensation has been approved. The holders of a majority of the votes cast have voted to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the current fiscal year, and I hereby declare that the appointment of PricewaterhouseCoopers LLP has been so ratified. The holders of the majority of the votes cast have voted for the approval of the issuance of additional shares of common stock to Aspire Capital Fund, LLC for purposes of NASDAQ Listing Rule 5635(d), and I hereby declare such issuance of additional shares to common stock to Aspire Capital Fund, LLC has been so approved.

The final vote results will be included in the Form 8-K that will be filed within 4 business days after this meeting. There is no further business, and I declare that the formal part of this meeting is adjourned. We'll now answer any questions that have been submitted by stockholders. It appears that there are no questions. I'd like to end today's call by thanking all of the patients and families, who continue to participate in our clinical trials, as well as our internal team at Curis for their hard work and commitment and our partners for their support. Thank you for joining us today, and we look forward to updating you again soon.

Thank you. Ladies and gentlemen, this does conclude today's meeting of stockholders. Thank you for your participation, and have a wonderful day.