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

Welcome to the Curis Virtual Annual Meeting of Stockholders. I am Jordan, and I'll be your host 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' Virtual Annual Meeting of Stockholders. I'm Jim Dentzer, President and CEO, and I will be presiding over this meeting. I call this meeting to order and welcome the Curis stockholders to the 2021 Virtual Annual Meeting of Stockholders. Please refer to the agenda and the rules of conduct on the annual meeting web portal. First, I'd 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. Joe MacLelland, 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. Ken Kaitin; Dr. Lori Kunkel; and Dr. Marc Rubin. In addition, I'd like to introduce Dr. Rob 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 PwC, our independent auditors. I'll now turn the meeting over to Bill, who will conduct the formal part of the meeting.

Thank you, Jim. Voting will proceed after I declare that the polls are open, and we'll continue until I announce that the polls are closed. No ballots or proxies or revocations thereof or changes thereto will be accepted after the polls are closed. We will announce the results of the voting following the tabulation of voting. If you have a question on a proposal, please submit your question through the annual meeting web portal, and we will answer them after all proposals have been presented. Please note that the various remarks that we make about future expectations, plans and prospects for the company constitute forward-looking statements 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 Factor summary and Risk Factor sections of our most recent Form 10-K and Form 10-Q, which are on file with the SEC and the factors that are discussed in other filings that we periodically make 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 statements should not be relied upon as representing our estimates or views as of any date subsequent to today. As indicated in the notice of meeting and accompanying documents which were mailed to all stockholders, we are here today to consider 5 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 14, 2021, the notice of Internet availability of proxy materials for the annual meeting was sent to all stockholders of record as of March 29, 2021. Mr. MacLelland has been appointed to act as inspector of elections. I will now ask Mr. MacLelland to furnish us with the count of the number of shares represented at this meeting to determine whether the shares represented at this meeting, apologies.

There are present at this meeting virtually or through a proxy portal [ 65,203,230 ] shares of common stock out of 91,519,062 shares of common stock outstanding as of March 29, 2021. [Technical Difficulty]

Sorry for the pause, we are experiencing a little bit of feedback. We will be with you shortly.

Okay. This is Bill Steinkrauss. Are we good to go here, Jordan?

Yes, it sounds like the feedback has stopped. You're all set to go.

Okay. Thank you. Thank you, Mr. MacLelland, 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 I directors. The nominees for election are James Dentzer and Lori Kunkel. The Board recommends that the nominees be elected as Class I directors of the company to serve for a term of 3 years, expiring at the 2024 Annual Meeting and until their successors are duly elected and qualified. The second matter to be voted on by the stockholders is the approval of the Fourth Amended and Restated 2010 Stock Incentive Plan to reserve an additional 11 million shares of common stock for issuance under the plan. The Board recommends that the Fourth Amended and Restated 2010 Stock Incentive Plan to reserve an additional 11 million shares of common stock for issuance under the plan be approved. The third matter to be voted on by 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 151,875,000 to 227,812,500. Board recommends that the amendment to our Restated Certificate of Incorporation to increase the number of authorized shares of our common stock from 151,875,000 to 227,812,500 be approved. The fourth matter to be voted on by the 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, 2021. 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, 2021, be ratified. Okay. Let's pause here and see if there are any questions on any of the proposals. There are no questions. The polls are open for each matter to be voted upon today. If you 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 will pause here 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. MacLelland, please tabulate the votes. We now have the preliminary vote report from Mr. MacLelland, which I will ask him to read.

[Audio Gap] of the votes cast have voted for each of the nominees, and I hereby by declare that each of the nominees has been elected as the Class I director. The holders of the majority of the votes cast have voted to approve the Fourth Amended and Restated 2010 Stock Incentive Plan to reserve an additional 11 million shares of common stock for issuance under the plan. And I hereby declare that the Fourth Amended Restated 2010 Stock Incentive Plan has been so approved. The holders of the majority of the common stock outstanding as of March 29, 2021, have voted to approve the amendment to the Restated Certificate of Incorporation to increase the number of authorized shares of common stock from 151,875,000 to 227,812,500. And I hereby declare that the amendment to the Restated Certificate of Incorporation has been so approved.

Excuse me, Joseph, I think that there's a little bit of feedback on your line.

Yes, there is.

Can we have somebody from the Curis Conference Call potentially read this.

I'd be happy to. The holders of a 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. If I could Joe, do you mind just at least confirming that, that is accurate. Mr. MacLelland, are you on the line? Okay. We'll proceed. We have his report that validates this, but hopefully, Joe can come back on. 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 the formal part of this meeting adjourned. Thank you for your attention. Before I turn the meeting back to Jim Dentzer, if you have a question, you may submit it through the annual meeting web portal. I will now turn the meeting back to Jim.

Thank you, Bill. 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 at Aurigene, ImmuNext and the NCI for their ongoing help and support. Thank you for joining us today, and we look forward to updating you again soon.