Innoviva, Inc. (INVA) Earnings Call Transcript & Summary

Good day and welcome to the Innoviva, Inc. Annual Meeting of Stockholders. I would now like to turn the conference over to Geoff Hulme. Please go ahead, sir.

Thank you, Chuck. Good morning. I am Geoffrey Hulme, Interim Principal Executive Officer of Innoviva, Inc., and it is a pleasure to welcome you to our Annual Meeting of Stockholders. This meeting is now called to order. On behalf of our directors, officers and employees, I want to thank you for joining us at our first virtual Annual Meeting of Shareholders. We hope this forum will allow us to increase shareholder participation. Following the official items of business, we will answer questions submitted on the website. If you have logged into the meeting with your control number, you may ask a question by typing it into the box at the bottom of the screen any time during this meeting. Before we begin, I would like to introduce the company's directors and officers who are with us on the webcast today. George Bickerstaff, III; Mark DiPaolo; Jules Haimovitz; Dr. Odysseas D. Kostas; Dr. Sarah Schlesinger; and Marianne Zhen, our Chief Accounting Officer. I'll now turn to procedural matters and the formal business of the meeting. The record date for the meeting was March 6, 2020. Only stockholders of record on the close of business on that date are entitled to vote at this meeting. The proxy materials were first mailed on or about March 11, 2020, to all stockholders of record and will be maintained with the minutes of this meeting. Tracy Oats has been appointed as the inspector of elections for the meeting, and she has signed an oath of office, which is available for your examination and will also be filed with the minutes of this meeting. I will serve as secretary for purposes of this meeting. We have present online or by proxy a sufficient number of shares to constitute a quorum. So the meeting is duly constituted. I have been authorized by the Board to hold and act upon proxy solicited and received by the company in connection with this meeting. We will vote by proxy and by ballot today. If you have voted by Internet or telephone or send in your proxy card and do not intend to change your vote, then it is not necessary for you to vote because we will count your proxy. If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy card you have previously signed, you may vote your shares by clicking on the vote your -- button on your screen now. You will need the control number provided on your proxy in order to vote your shares online. We will pause now to allow shareholders to vote. [Voting]

The results of the voting will be reported at the end of this meeting. As described in the proxy materials, there are 3 items on the agenda today. Each of these items has been described in the proxy materials previously delivered to all stockholders of record for the meeting. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so by typing your question into the box at the bottom of the screen. We will prioritize questions that relate to proposals considered at this meeting. If you have general questions about Innoviva, please include your contact information so that we can respond directly to you after the meeting. Does anyone have any questions regarding procedural matters before we begin to vote? The first item on which we are voting today is to elect 5 directors: George Bickerstaff, III; Mark DiPaolo; Jules Haimovitz; Odysseas Kostas -- Dr. Odysseas Kostas; and Dr. Sarah Schlesinger, each for a 1-year term expiring in 2021. The second item on which we are voting today is to approve on a nonbinding advisory basis, Innoviva's 2019 executive compensation. The third item on which we are voting today is to ratify the appointment of Grant Thornton LLP as Innoviva's independent registered public accounting firm for the fiscal year ending December 31, 2020. For those of you who are voting now, please submit online accordingly and indicate the way you wish to vote. We have completed the tally of the votes. Tracy Oats, the inspector of elections, will now report the results.

The preliminary results are as follows: Of the 101,345,247 shares of common stock eligible to vote at this meeting, a total of approximately 94,033,529 shares of common stock were actually present or represented by proxy. This represents a vote by approximately 92% of the total shares eligible to vote. The first proposal was to approve the election of 5 directors to serve on Innoviva's Board of Directors. I hereby declare that each of the 5 nominees, George Bickerstaff, III; Mark DiPaolo; Jules Haimovitz; Odysseas Kostas; and Sarah Schlesinger received the requisite majority of votes cast in their favor and are each elected for a 1-year term expiring in 2021. The second proposal was to approve on a nonbinding advisory basis Innoviva's 2019 executive compensation. An aggregate of approximately 60.87% of the total shares represented and voted at the meeting was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote. The third proposal was to ratify the selection of Grant Thornton LLP as Innoviva's independent registered public accounting firm for the fiscal year ending December 31, 2020. An aggregate of approximately 99.8% of the total shares represented and voting at the meeting was voted in favor of this proposal. I hereby declare that the proposal has been passed by the necessary vote.

Thank you, Tracy.

You’re welcome.

We received no questions. If at any time you have a question about Innoviva that you wish to have answered, please contact our outside Investor Relations firm, Sloane & Company, Alex Kovtun at (212) 446-1882. This brings the formal business portion of the meeting to an end. I would like to thank all the stockholders present online as well as those who participated by proxy. There being no further business, do I have a motion to adjourn the business portion of this meeting? Is there a second?

Second.

The meeting is adjourned. Thank you for your support and for joining us today.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.