Insmed Incorporated (INSM) Earnings Call Transcript & Summary

Good day, ladies and gentlemen, and welcome to your Insmed Incorporated Annual Meeting. At this time, it is my pleasure to turn the floor over to Will Lewis. Sir, the floor is yours.

Welcome everyone and thank you for joining us today. I am Will Lewis, Chairman of the Board and Chief Executive Officer, and I will preside as the chair of today's meeting. We're excited to be hosting our virtual meeting, which allows us to be more [Audio Gap] and reach a greater number of our stockholders. We have stockholders attending via the web portal and the 800 number that we have provided. Shareholders may submit questions in accordance with the rules of conduct for this meeting. In keeping with the digital approach to this year's meeting: It is now shortly after 9 a.m. Eastern Standard Time on May 12, and this meeting is officially called to order. I would now like to introduce several people who are with us today on the phone. Christine Pellizzari, Chief Legal Officer; and Sara Bonstein, our Chief Financial Officer. Ms. Pellizzari will serve as Secretary of this meeting. Members of our Board of Directors are with us today, along with representatives of Ernst & Young LLP, the company's independent registered public accounting firm. Now let's turn to our formal agenda. The agenda for the meeting and the rules of conduct for the meeting have been posted on the virtual shareholder meeting site. We ask that participants abide by these rules. As set forth in the rules of the meeting and in our corporate governance documents, the only matters to be discussed and acted upon by the shareholders at this meeting are as set forth in the agenda and as further described in the proxy statement. This meeting is being held pursuant to the notice of the Annual Meeting of Shareholders. This notice was distributed on or about April 4, 2020, to our shareholders of record as at the close of business on March 18, 2020. Our proxy statement and an annual report on Form 10-K for fiscal year [ 2019 were ] made available to our shareholders of record at the same time. The Board of Directors has appointed [ Jane Ludlow of Broadridge Financial Services Incorporated ], our stock transfer agent, to act as the Inspector of Election. At today's meeting, [ Ms. Ludlow ] will: one, determine the number of shares outstanding and the voting power of each such share; two, determine the shares represented at the meeting and the validity of proxies and ballots; three, count all votes; and four, determine and retain for a reasonable period a record of the outcome of any challenges made to any of her determinations. I have before me the oath of office of the Inspector of Election. The Secretary will file this oath with the minutes of this meeting. Ms. Pellizzari has presented me with copies of the notice of annual meeting, the proxy statement and the form of proxy together with proof by affidavit of the mailing by Broadridge on April 4, 2020, to each shareholder of record as at the close of business on March 18, 2020. Based on my review of these materials, I have determined that notice of the meeting [ was ] properly given. The Inspector of Election has provided me with a list of the shareholders of the company entitled to vote at this meeting as of the record date. This list has been on file at the principal office of the company for inspection during normal business hours since April 7, 2020, as required under [ Virginian ] law, and will be available for inspection throughout this meeting by any shareholder on the website used to access this meeting. The Inspector of Election, [ Ms. Ludlow ], has been instructed to take custody of all proxies as well as the list of shareholders, and I order that the list of shareholders be filed with the minutes of this meeting. The Inspector of Election will now report the number of shares represented at this meeting either in person or via proxy.

Mr. Chairman, a total of 89,859,549 shares of common stock of Insmed Incorporated were outstanding on March 18, 2020, and entitled to be voted at this annual meeting. Holders of shares of common stock are entitled to 1 vote per share. A total of 80,527,577 shares or approximately 89.6% of the shares of common stock outstanding and eligible to vote as of the record date are represented at this meeting either in person or by proxy.

Thank you, [ Ms. Ludlow ]. Based on your report, I declare a quorum is present. Ms. Pellizzari, may we open the polls?

Yes. It is 9:07 a.m. on May 12, 2020, and the polls for voting on all matters are open. All shareholders entitled to vote at this meeting have the ability to do so online. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the Inspector of Election will provide her preliminary report.

Thank you. We will now turn to the items to be acted upon by shareholders at this meeting. Number one, election of Class II directors. Under the company's articles of incorporation, the members of the Board of Directors are divided into 3 classes, with approximately 1/3 of the directors standing for election each year to serve for 3-year terms. I introduced our directors who are present today at the beginning of the meeting, including those standing for election. The first item of business today is the election of 3 Class II directors, each to hold office until the 2023 Annual Meeting of Shareholders and until their successors are elected. The 3 nominees standing for election as per amended by the Nominations and Governance committee and nominated by the Board of Directors are: Clarissa Desjardins, PhD; David W.J. McGirr; and Elizabeth McKee Anderson. There were no nominations by shareholders submitted to the company prior to this meeting in accordance with our governance documents. Nominations are therefore closed. The Board unanimously recommends a vote for each of these 3 director nominees. Issue 2, advisory vote to approve the compensation of named executive officers. The second item is to conduct an advisory vote on the 2019 compensation of our named executive officers as disclosed in the proxy statement. The Board unanimously recommends a vote for the approval on an advisory basis of the 2019 compensation of our named executive officers. Issue 3, ratification of appointment of independent registered public accounting firm. The third item of business is shareholder ratification of the appointment by the Audit Committee of Ernst & Young LLP as our independent registered public accounting firm for 2020. The Board unanimously recommends a vote for the ratification of Ernst & Young LLP in this capacity. Issue 4, approval of amendment #1, Insmed Incorporated 2019 Incentive Plan. The fourth item of business is shareholder approval of an amendment to the Insmed Incorporated 2019 Incentive Plan to provide for the issuance of 4,500,000 additional shares of common stock under the plan. The Board unanimously recommends [ to vote ] approval of the amendment plan. That concludes the matters to be voted on at this meeting. Are there any questions at this time pertaining to these matters? The polls are about to close, so if you have not yet voted, please do so. [Voting]

The polls are now closed. The Secretary will now announce the preliminary results.

I report the preliminary results of the voting as follows. On proposal #1, a majority of the votes cast at this meeting were cast in favor of the election of 3 Class II directors, Clarissa Desjardins, PhD; David W.J. McGirr; and Elizabeth McKee Anderson. Subject to confirmation by the Inspector of Elections, these nominees are elected Class II directors, each to hold office until the 2023 Annual Meeting of Shareholders and until their successors are elected. On proposal #2, by a nonbinding advisory vote, a majority of the votes cast at this meeting approved the 2019 compensation of our named executive officers as disclosed in the proxy statement. Subject to the confirmation by the Inspector of Elections, the shareholders have approved the say-on-pay proposal. On proposal #3, the votes cast for Ernst & Young LLP to be ratified as our independent registered public accounting firm for 2020 exceed the votes cast against the proposal. Subject to the confirmation by the Inspector of Elections, the shareholders have ratified the appointment of Ernst & Young LLP in this capacity. On proposal #4, the votes cast for the approval of the amendment to the Insmed Incorporated 2019 Incentive Plan exceed the votes cast against the proposal. Subject to the confirmation by the Inspector of Elections, the shareholders have approved the amendment to the Insmed Incorporated 2019 Incentive Plan. We will file the final report of the Inspector of Election with the records of this meeting and plan to provide the final shareholder voting results as certified by the Inspector of Election on a Form 8-K to be filed with the Securities and Exchange Commission within 4 business days of this meeting.

Thank you, Ms. Pellizzari, and thanks to everyone who participated today. The meeting is now formally adjourned.

Thank you. This does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time. Have a great day.