Dogwood Therapeutics, Inc. (DWTX) Earnings Call Transcript & Summary

Welcome to the 2026 Annual Stockholders Meeting for Dogwood Therapeutics, Inc. Our host for today's call is Greg Duncan, CEO and Chairman of the Board. [Operator Instructions] I'll now turn the call over to our host, Mr. Duncan, you may begin, sir.

Good morning. I am Greg Duncan, and I have been appointed Chairman of today's meeting. I would like to express a sincere thank you on behalf of the entire Dogwood Therapeutics Board and our executive management team for your attendance at this year's meeting. I now call the meeting to order. Angela Walsh, Chief Financial Officer and Treasurer of Dogwood will serve as the Secretary for today's meeting. I would also like to introduce Emily White of Equiniti Trust Company, who has been appointed as the Inspector of Elections for today's meeting. Ms. White has previously taken her oath as Inspector of Elections. To start, I would like to introduce the current directors of the company. In addition to myself, the directors are Dr. Abel De La Rosa, Abel has served as an Independent Director since December 2020. David a.k.a. Rick Keefer. Rick has served as an Independent Director since 2018; John C. Thomas Jr., John has served as an Independent Director since December 2020. Dr. Melvin Toh, Melvin has served as a Director since October 2024. Dr. Richard Whitley, Rich has served as an Independent Director since December 2020. And last but not least, Alan Yu. Alan has served as a Director since October 2024. Also in attendance today are representatives of FORVIS Mazars LLP, the company's independent registered public accounting firm. Now let me turn the proceedings over to Angela Walsh, who will provide instructions for today's meeting.

Thank you, Greg. We will proceed with the formal business of the meeting in the order set forth in the notice of our Annual Meeting of Stockholders and the proxy statement. We will first present the 5 proposals submitted for approval by our Board. We will take questions related to the proposals. We will then open the polls for voting. Please note, if you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. You should also have a copy of the rules of conduct for the meeting. These are posted on the registration page and viewing page once you enter the meeting. In order to conduct an orderly meeting, we ask that you follow these rules. Stockholders who are attending this meeting may submit questions through the Ask a Question box located at the bottom of your screen. Stockholder questions are welcome, but we do not intend to address any questions that are not relevant for the meeting, such as questions specific to an individual shareholder or questions not related to the previously submitted proposals for this meeting. Please submit your questions now to make sure they are received in a timely fashion for our review and response. At this time, I'll turn the meeting back over to Greg.

Thank you very much, Angela. The following documents will be incorporated in the company's records as part of the minutes of today's meeting. First, a copy of the notice of Annual Meeting of Stockholders stating the date, time, place and purposes of this meeting. Second, a copy of the proxy statement for today's meeting; and third, the affidavit of Broadridge showing that each stockholder of record on the record date was mailed and deposited with the United States Post Office, packages containing the notice of annual meeting, the proxy statement, form of proxy card and the annual report on Form 10-K. Will the Secretary please report at this time with respect to the existence of a quorum?

The Board of Directors set April 21, 2026, as the record date for stockholders entitled to notice of and to vote at this meeting. A certified list of the stockholders of the company as of the close of business on the record date has been provided to the company by the company's transfer agent, Broadridge. That list is available for inspection during this meeting and shows that on the record date, there were 33,401,553 shares of common stock of the company issued and outstanding. On each proposal brought before this meeting, stockholders are entitled to 1 vote for each share of common stock registered in their name. I have been advised that more than 1/3 of the outstanding shares entitled to vote are present. Therefore, I declare that a quorum is present, and this meeting may now proceed. Let me turn it over to Greg to review the proposals for the meeting.

We will now proceed with the formal business of today's meeting. After all the proposals have been described, we will answer any questions submitted online that are related to these proposals. Please submit any questions as soon as possible for our review. There are 5 proposals to be considered by the stockholders at today's meeting. The first proposal requiring the vote of stockholders is the election of 7 director nominees to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected as well as qualified. The 7 nominees receiving the highest number of votes of shares present virtually or by proxy at this meeting will be elected as directors. The candidates who are nominated for election are Dr. Abel De La Rosa, Greg Duncan, David Keefer, John C. Thomas, Jr., Dr. Melvin Toh, Dr. Richard Whitley and Alan Yu. Each of these nominees currently serves as a director of the company. No other persons have been properly nominated under the procedures required by the bylaws, and I declare the nominations now closed. The Board of Directors recommends that stockholders vote for each of the director nominees. The second proposal is the ratification of the selection of FORVIS Mazars LLP to serve as our company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The Board of Directors recommends that stockholders vote for ratification of the appointment of FORVIS Mazars LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026. The third proposal is to approve the amendment to the company's certificate of incorporation to increase the number of shares of common stock and preferred stock authorized for issuance from 43 million and 2 million, respectively, to 195 million and 5 million, respectively. The Board of Directors recommends that stockholders vote for the approval of the amendment to the company's certificate of incorporation. The fourth proposal is the advisory vote on the frequency of future advisory votes on named executive officer compensation. As required by the Exchange Act, we are asking our stockholders to vote on an advisory or nonbinding basis on how frequently we should hold future nonbinding advisory stockholder votes on the compensation of our named executive officers, otherwise known as a say-on-pay vote. This is the first say-on-pay vote as 2026 is the first year in which we are required to hold a say-on-pay vote pursuant to the rules of the SEC. We currently do not have an established frequency for such votes. Stockholders may vote to indicate they would prefer that we hold the say-on-pay vote at future annual meetings every year, every 2 years or every 3 years, or they may abstain from the vote. The vote is commonly known as a say-on-frequency vote. The Board of Directors recommends that stockholders vote for 1 year for the advisory vote on the frequency of future advisory votes on named executive officer compensation. The fifth proposal is the actual advisory vote on the compensation of our named executive officers or say-on-pay vote itself. As required by the Exchange Act, we are asking our shareholders to approve on an advisory or nonbinding basis, the compensation of our named executive officers as disclosed in this proxy statement. This proposal, commonly referred to as a say-on-pay vote, provides our stockholders the opportunity to express their view on our named executive officers' compensation as a whole. This vote is not intended to address any specific items of compensation or any specific named executive officer, but rather the overall compensation of all of our named executive officers and the philosophy, policies and practices described in this proxy statement. This is the company's first say-on-pay vote. The Board of Directors recommends that stockholders vote for the advisory vote on the compensation of our named executive officers for 2025. Before proceeding to the voting, we will check to see if there are any questions submitted about the proposals before we open the polls. Angela, are there any questions?

Greg, there are no questions related to the proposals submitted for the meeting.

Thank you, Angela. The time is now 10:10 a.m. Eastern Time, and the polls are now open for voting. In order to vote during the meeting, you may click on the Vote My Shares button on your viewing page and follow the prompts. If you have voted your shares prior to the start of the annual meeting, your vote has been received by the company's inspector of elections, and there is no need to vote those shares again during this meeting unless you wish to revoke or change your vote. We will now pause 1 minute for stockholders to finish their voting. [Voting]

The time is now 10:11 Eastern Time, and the polls are now closed for voting. Will the Secretary please report the preliminary results of today's voting?

Greg, based on the preliminary report of the Inspector of Elections, I hereby declare that each of Dr. Abel De La Rosa, Greg Duncan, David Keefer, John C. Thomas, Jr., Dr. Melvin Toh, Dr. Richard Whitley and Alan Yu has received the affirmative vote of more than a plurality of the shares present at the meeting and entitled to vote on the election of directors, and each of them has been elected to serve as a director of the company to serve until the 2027 Annual Meeting. I hereby declare that the appointment of FORVIS Mazars LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been ratified by the affirmative vote of at least a majority of the shares present and entitled to vote on this proposal. I hereby declare that the amendment to the company's certificate of incorporation to increase the number of shares of common stock and preferred stock has been ratified by the affirmative vote of at least a majority of the shares present and entitled to vote on this proposal. I also hereby declare that the advisory vote on the frequency of future advisory votes on named executive officer compensation or the say-on-frequency vote has been approved to be 1 year based on the affirmative vote of at least a majority of the shares present and entitled to vote on this proposal. Lastly, I hereby declare that the advisory vote on the compensation of our named executive officers for 2025 or the say-on-pay vote has been approved by the affirmative vote of at least a majority of the shares present and entitled to vote on this proposal. I will turn the meeting back over to Greg for final comments.

Thank you very much, Angela. I hereby request that the final report of the Inspector of Elections be filed within the minutes of today's meeting. Our final voting results will be filed with the SEC on a current report on Form 8-K within 4 business days after the end of today's meeting. This concludes today's meeting. As there are no other matters to be considered, the Annual Meeting of Stockholders of Dogwood Therapeutics, Inc. is now adjourned. I want to thank you again for your attendance at today's meeting and for your interest in Dogwood Therapeutics as we work to develop novel new medicines to treat cancer and chemotherapy-related pain and neuropathy.

The meeting has now concluded. Thank you for joining, and have a pleasant day.