CytomX Therapeutics, Inc. (CTMX) Earnings Call Transcript & Summary

Hello, everyone, and thank you for joining the virtual 2020 meeting of stockholders of CytomX Therapeutics, Inc. [Operator Instructions] I will now hand this meeting over to Chief Executive Officer, Sean McCarthy.

Thank you, and good afternoon, everybody. It's my pleasure to welcome you to the virtual 2020 annual meeting of the stockholders of CytomX Therapeutics, Inc. I am Sean McCarthy, President, Chief Executive Officer and Chairman of CytomX. In accordance with the company's bylaws, I will act as Chairperson of this meeting; and Lloyd Rowland, Senior Vice President, General Counsel and Corporate Secretary of CytomX, will act as Secretary and Inspector of Election. We are conducting this meeting virtually as permitted by the state of Delaware, our state of incorporation, due to the public health impact of the coronavirus outbreak and to support the health and well-being of our partners, employees and stockholders. I've been advised by the Inspector of Election that a quorum is present, and the meeting is now called to order. I have made available both the agenda for this meeting, which you should be able to see on your computer screen and certain operating procedures to provide for the orderly transaction of business. You should be able to see a link to our meeting procedures in the corner of your screen. In order to conduct an orderly meeting, we ask that participants abide by these procedures, and we appreciate your cooperation in this matter. Before we begin with the formalities of the annual meeting, I would like to introduce the other members of the Board of Directors and the company's senior officers who are also present virtually today. First of all, our Board of Directors is represented by John Scarlett, Elaine Jones, Fred Gluck, Matt Young, Charles Fuchs, James Meyers and Halley Gilbert. Moving on to the company's senior officers. Our management team is represented by Michael Kavanaugh, our Chief Scientific Officer and Head of Research and Nonclinical Development; Amy Peterson, our Chief Development Officer; Lloyd Rowland, our General Counsel and Chief Compliance Officer; Alison Hannah, our Chief Medical Officer; Carlos Campoy, our Chief Financial Officer; Nick Galli, Chief Business Officer; Sridhar Viswanathan, Senior Vice President of Process Sciences and Manufacturing Operations; Danielle Olander, Senior Vice President of Talent and Systems Development; and Alison Joly, Senior Vice President of Program & Alliance Management. I will now hand you off to Lloyd.

Thank you, Sean. Now we will turn to the formal business of the annual meeting and vote on the items presented in this proxy statement. You are able to vote during this meeting at any time from the beginning of the meeting through the presentation of the proposals until we close the proposals of the polls by using the 16-digit control number that was included in your proxy materials. If you've already voted, you do not need to vote again. Please note, however, if you have already voted in advance, a vote at this meeting will supersede your earlier vote. After the polls are closed, the votes will be counted and preliminary voting results will be announced. We will then close the meeting and answer your questions. You can use the question box on your screen to submit questions at any time during the meeting. We cannot guarantee that we will answer all questions we received during the meeting. The matters to be voted on at this meeting are listed in the company's proxy statement. We will vote after all items have been presented. The first item to be considered is the election of directors. Each nominee, if elected, will be elected to a 3-year term. The following individuals have been nominated for election as Class II directors: Frederick Gluck, Matthew Young and Elaine Jones. The second item to be voted upon is the ratification of the Board's selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2020. Ernst & Young is represented today in the audience by Rick Shunn. Ernst & Young has audited the company's financial statements for each fiscal year since the fiscal year ended December 31, 2018. The third item to be voted upon is to approve an amendment to our amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 75 million shares to 150 million shares. The Board of Directors believes that an increase in the number of shares of common stock is advisable and in the best interest of the company and its stockholders. While the Board of Directors currently has no specific designated purpose for the increase in authorized shares of common stock, the additional authorized shares of common stock would give the company the necessary flexibility to issue shares for various corporate purposes, including, in particular, capital raising or financing transactions and enable the company to make timely advantage of market conditions and opportunities. The fourth and final item to be voted upon is the nonbinding advisory vote to approve the compensation of the company's named executive officers. The company's President and Chief Executive Officer; the Senior Vice President, Chief Scientific Officer and Head of Research and Nonclinical Development; the Senior Vice President, General Counsel, Secretary and Chief Compliance Officer; the Executive Vice President and Chief Development Officer; the Senior Vice President and Chief Medical Officer; and the Senior Vice President and Chief Medical Officer. As described in the proxy statement, this vote which is often called to say-on-pay vote, is required under the Dodd-Frank Act. While the vote on this resolution is advisory and therefore not binding on us, the Board values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. It is now approximately 1:10, and the polls have remained open throughout this meeting. [Voting]

Stockholders should have voted by now, and the polls are now being closed. We will pause for a moment so that the votes can be counted, and we appreciate your patience during this process. As Inspector of Election, I have completed the preliminary vote cap. There were sufficient votes in favor of each of the named Nominees for Director in favor of ratifying the selection of Ernst & Young as the company's independent registered public accounting firm for 2020, in favor of amending -- our amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 75 million shares to 150 million shares and in favor of compensation of the named executive officers set forth in the proxy statement. I hereby declare that Fred Gluck, Matt Young and Elaine Jones have been elected and that the selection of Ernst & Young has been approved that the company will amend its amended and restated certificate of incorporation to increase the number of authorized shares of common stock from 75 million to 150 million shares, and that the compensation of the named executive officers has been approved on a nonbinding advisory basis. As Inspector of Election, I will prepare a final report that will be included as part of the record of this meeting. The final voting results will be included in the company's current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting. I will now turn the meeting back over to Dr. McCarthy.

Thank you very much, Lloyd. We have no other formal business to conduct at this meeting, so the virtual meeting is now closed. But at this time, we will take your questions.

[Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device.

Sean, I have one question. Is CytomX doing any research concerning COVID-19?

Thank you, [ Chris ]. We are evaluating possible avenues at this point. That's really all I can say at this moment.

Sean, I have no further questions.

Well, thank you, everyone, for coming to this year's virtual annual meeting. We hope you share our excitement about the progress CytomX has been making over the course of this year and prior years as we have advanced multiple programs into Phase II clinical studies, both ourselves and with our partners. And I would like to thank you again for your attendance, and we look forward to meeting with you all again next year.

This now concludes the meeting. Thank you for joining, and have a pleasant day.