Energous Corporation (WATT) Earnings Call Transcript & Summary

Good morning, and welcome to the Energous Corporation Special Meeting of Stockholders. Please note that this event is being webcast. I would now like to turn the conference over to Mr. Stephen Rizzone. Mr. Rizzone, please go ahead.

Thank you. Good morning, everyone, and thank you for joining us for our Special Meeting of Stockholders. I am Stephen Rizzone, President, Chief Executive Officer and a Director of Energous. I will act as the Chairman of this Special Meeting and will now call the meeting to order. I would now like to introduce Brian Sereda, our Senior Vice President, Chief Financial Officer and Secretary, who will act as Secretary of this Special Meeting and keep minutes. Brian?

Thanks, Steve. I'm advised by the Inspector of Election that over a majority of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today and that a quorum is therefore present. We will describe the proposals to be voted on today later during the meeting. Polls are now open for voting. Voting is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking on the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We expect to close the polls approximately 2 minutes after the presentation of matters to be voted on at the meeting and the explanation regarding questions and replies. We will not have a live question-and-answer session at this meeting. We will post replies to the most relevant questions on the Investor page of our website at ir.energous.com after the meeting. Please note that the stockholders who want to ask a question may do so by inputting the question in writing where indicated on the webcast portal for this meeting. Stockholders are limited to one question each. Only stockholders will be permitted to present questions, and you must have your 16-digit control number to do so. This meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. A webcast playback will be available at the same link for this meeting within 24 hours of the meeting. The webcast will be available for approximately 1 year. In addition to Mr. Rizzone, the other directors of Energous Corporation present by remote access are: Robert Griffin, Daniel Fairfax and Reynette Au. In addition to myself, the other officers of Energous Corporation present by remote access are: Neeraj Sahejpal, our Senior Vice President of Marketing and Strategy; and Cesar Johnston, our Chief Operating Officer and Executive Vice President of Engineering. I would also like to introduce a few others in attendance by remote access today. Mark Leahy and Nicolas Dumont of Fenwick & West LLP, our legal counsel. Kathy Wheadon, a representative of the company's proxy adviser, Broadridge Financial Solutions, Inc., will act as Inspector of Election for this meeting and tabulate results of the voting. Kathy Wheadon has executed the Oath of Inspector of Election. Let me now turn to formal business of this meeting. The proposals to be considered are described in our definitive proxy statement dated June 22, 2020, and I will review these in a few minutes. But first, I'll report on the Notice for this Meeting. Our Board of Directors fixed June 17, 2020, as the record date for determining the stockholders entitled to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions, Inc. attesting that the proxy statement was mailed on or about June 22, 2020, to all of Energous Corporation stockholders of record determined as of the close of business on the record date. The affidavit will be incorporated into the minutes of this meeting. I have a list of the stockholders entitled to vote at this meeting, which is available for inspection by any stockholder present or by any proxyholder representing a stockholder and which will be filed with the records of this meeting. The registered stockholder list is available for the duration of the meeting and can be found on the meeting page in the footer section. The list of stockholders shows that as of the close of business on the record date, Energous had 40,878,317 shares of common stock outstanding, each entitled to one vote at this meeting. As previously mentioned, the Inspector of Election has advised that over a majority of our outstanding common stock entitled to vote at this meeting is present or represented by proxy here today, and a quorum is therefore present. We are, therefore, authorized to transact business at this meeting. Now I will present the matters to be voted upon. Matter 1, approval of an amendment to our certificate of incorporation. The first item of business is to approve an amendment to our certificate of incorporation to increase the number of total authorized shares from 60 million to 210 million shares and the number of authorized shares of common stock from 50 million to 200 million shares. The Board of Directors recommends a vote for this proposal. As Secretary of this Special Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. Matter 2, approval of adjournment of Special Meeting. The second item of business is to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve proposal #1 at the time of the Special Meeting. The Board of Directors recommends a vote for this proposal. As Secretary of the Special Meeting and on behalf of the Board of Directors, I move for approval of this proposal, which motion is seconded by proxy. That concludes the discussion on the proposals. We will not have a live question-and-answer session at this meeting. We will post replies to the most relevant questions on the Investor page of our website at ir.energous.com after the meeting. Please note that we will not address any questions that are irrelevant to the matters presented at this meeting. If you have not already submitted a question and wish to do so, please enter your question now for the webcast portal. As noted earlier, stockholders are limited to one question each. When asking a question via the web portal, please identify yourself by your name and organization and state your status as a stockholder. As noted earlier, the voting today is by proxy and electronic ballot. Any stockholder who has not voted or wishes to change his or her vote may do so by clicking the vote button on the webcast portal and following the instructions there. Stockholders who have sent in proxies or previously voted via the Internet or by phone and who do not wish to change their vote do not need to take further action. Their votes will be counted automatically. We expect to leave the polls open for approximately 2 minutes to allow anyone who chooses to cast here to cast ballots. Time begins now. I will now pause for 2 minutes. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls for the Special Meeting of Stockholders of Energous Corporation closed. We now have preliminary voting results. The vote required to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve proposal #1 at the time of the Special Meeting is if the number of votes cast for exceeds the number of votes cast against. The vote required to approve one or more adjournments of the Special Meeting to a later date or dates if necessary or appropriate to solicit additional proxies if there are insufficient votes to approve proposal #1 at the time of the Special Meeting has been approved. The vote required to approve an amendment to our certificate of incorporation to increase the number of total authorized shares from 60 million to 210 million shares and the number of authorized shares of common stock from 50 million to 200 million shares is the affirmative vote of the holders of a majority of the shares of outstanding common stock as of the record date. The amendment to our certificate of incorporation to increase the number of total authorized shares from 60 million to 210 million shares and the number of authorized shares of common stock from 50 million to 200 million shares received the requisite affirmative vote of the holders of a majority of the shares of outstanding common stock as of the record date and is therefore approved. There are no other formal items of business before this meeting. Final results of the vote will be recorded as stated in the minutes of this meeting and also filed with the Securities and Exchange Commission on a Form 8-K within 4 business days. This concludes our meeting, and the Special Meeting is now adjourned. Thank you for your participation.