Ironwood Pharmaceuticals, Inc. (IRWD) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by. And welcome to the Ironwood Pharmaceuticals, Inc. Annual Meeting. [Operator Instructions] I would now like to hand the conference over to Ms. Julie McHugh. Thank you. Please go ahead, ma'am.

Thank you. Good morning, ladies and gentlemen. I am Julie McHugh, Chair of the Board of Directors of Ironwood Pharmaceuticals. In light of the ongoing COVID-19 pandemic, we determined to hold this Annual Meeting of Stockholders virtually. Our virtual stockholder format uses technology designed to provide our stockholders rights and opportunities to participate in the virtual meeting similar to an in-person meeting. I would like to welcome you all, and call the meeting of the 2020 Annual Meeting of Stockholders of Ironwood Pharmaceuticals. I will act as Chair of this meeting and Conor Kilroy, Senior Vice President, General Counsel and Secretary of Ironwood, will act as Secretary and inspector of elections of the meeting. Also joining me today are certain other members of our Board of Directors, including Mark Currie, Jon Duane; and our CEO, Mark Mallon, each of whom is up for election to our Board of Directors at this meeting. Certain officers of the company are also here with us today, including Meredith Kaya, VP Investor Relations and Communications at Ironwood, who will facilitate any discussion. Mike Donovan, Partner of Ernst & Young LLP, is also present. This meeting was called by the Board of Directors of Ironwood. Notice of this meeting was furnished on or about April 21, 2020, to every holder of record of this company's Class A common stock as of April 13, 2020, the record date for this annual meeting. As previously mentioned, the Board of Directors has appointed Conor Kilroy as the inspector of elections for this meeting. And he has executed an appropriate oath of office. For the purposes of conducting this meeting today, it will be presumed that a quorum is present, subject to the final certification by the inspector of elections. Each share of Class A common stock is entitled to 1 vote on each of the proposals presented at this meeting. An alphabetical list of the registered stockholders as of April 13, 2020, certified by the company's transfer agent is available by clicking on the link in the lower right-labeled registered shareholder list for inspection by stockholders. At this time, I would like to turn the meeting over to Mr. Kilroy, who will conduct the formal business of the meeting.

Thank you, Ms. McHugh. We will first run through the specific proposals on the agenda for the meeting, during which time, stockholders will have an opportunity to ask questions or comments on the proposals in the designated field of the web portal. Following the presentation and discussion of the proposals and voting and the conclusion of the formal portion of the meeting, there will be an opportunity for stockholders to ask general questions. Please note that we are recording this meeting. No other participant attending via the webcast or telephone are permitted to use any audio recording device. [Operator Instructions] Polls for voting on all matters are open at this time. Stockholders who executed written proxies or voted online or by telephone prior to this meeting do not need to vote again at this meeting unless they wish to change their vote. After all the proposals have been considered at this meeting, the polls will close and no more votes will be accepted. We are now ready to proceed with the business of the meeting and consider the specific proposals before us, which were described in the company's 2020 proxy statement for the Annual Meeting of Stockholders previously made available to you. No additional nominations or proposals were received in advance of this meeting in accordance with the company's bylaws and the SEC's proxy rules. So no other nominations or proposals will be considered today. I will now present the items on the agenda for this meeting and call for a discussion and a vote with respect to each proposal. After all the proposals have been presented, we will close the polls. The first proposal we will consider today is the election of 3 Class I directors to the Board of Directors of the company as described in the company's 2020 proxy statement for the Annual Meeting of Stockholders. The Board has nominated Mark G. Currie, Jon Duane and Mark Mallon as Directors to serve a 1-year term ending at the 2020 Annual Meeting of Stockholders. The qualifications of the nominees are described in the proxy statement. The proposed resolution is as follows: Resolved that the 3 nominees for Director with the highest number of affirmative votes out of the following individuals are elected to the office of Class I Director of the company, each to serve in accordance with the terms of the company's Eleventh Amended and Restated Certificate of Incorporation, as amended from time to time, and until his respective successor is duly elected and qualified or until his earlier death, resignation or removal: Mark G. Currie, Jon Duane and Mark Mallon. The second proposal we will consider today is the approval, by nonbinding advisory vote, of the compensation paid to the company's named executive officers as described in the company's 2020 proxy statement for the Annual Meeting of Stockholders. The proposed resolution is as follows: Resolved that the compensation paid to the company's named executive officers as disclosed in the company's 2020 proxy statement for the 2020 Annual Meeting of Stockholders is approved on a nonbinding advisory basis. The third proposal we will consider today is the ratification of our Audit Committee's selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2020. The proposed resolution is as follows: Resolved that the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2020 is ratified. That concludes the presentation of all the items on our agenda today. [Operator Instructions].

There are no questions or comments on the proposal.

There being no discussion on these proposals, we will now pause to allow for the completion of voting. [Voting]

The polls for voting on all matters before this meeting are hereby closed at 9:09 a.m. on June 3, 2020. As our inspector of elections, I will now report on the preliminary voting results. Ladies and gentlemen, I have prepared the preliminary report of the inspector of elections. Mark G. Currie, Jon Duane and Mark Mallon have been duly elected as Class I directors of the company by a plurality of the votes cast. Proposal #2 was approved by a majority of the votes cast for and against said proposal. Accordingly, the stockholders have approved, in a nonbinding advisory vote, the compensation paid to the company's named executive officers as disclosed in the company's 2020 proxy statement for the annual meeting. Proposal #3 was approved by a majority of the votes cast for and against said proposal. Accordingly, the stockholders have ratified the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2020. After I prepare my final report as inspector of elections, the final voting results will be made available to the public through a Form 8-K filed with the SEC.

Thank you, Mr. Kilroy. There being no further business to come before the meeting, the 2020 Annual Meeting of Stockholders of Ironwood Pharmaceuticals is now adjourned.

Thank you, Ms. McHugh. With the meeting now adjourned, we will open the floor to stockholders who would like to ask questions on the web portal, and Ms. Kaya will act as moderator. If you wish to address the meeting, please do so now in the designated field on the web portal. Are there any questions that anyone would like to ask of management? Please note that the question-and-answer period will last a maximum of 20 minutes total or such other period as Ms. McHugh deems appropriate.

There are no questions.

With no questions from stockholders, we will now conclude this question-and-answer session. I want to thank all of you for attending today's annual meeting and for your continued support of Ironwood.

And this concludes today's conference, you may disconnect at this time.