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

Good morning, and welcome to the Ironwood Pharmaceuticals Inc. Virtual Stockholder Meeting. I would now like to present our first speaker, Julie McHugh, Chair of the Board of Directors.

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 to order the 2021 Annual Meeting of Stockholders of Ironwood Pharmaceuticals. I will act as Chair of this meeting. And Brian Tessler, Secretary and Interim General Counsel of Ironwood, will act as Secretary and Inspector of Elections of the meeting. Before we get started, I will introduce the participants in today's meeting and then report on the call of the meeting. It is my pleasure to introduce the other members of the Board of Directors, certain officers and invited guests who are participating via teleconference for this Annual Meeting. Directors present in addition to me are: Mark Currie, Alexander Denner, Andrew Dreyfus, Jon Duane, Marla Kessler, Catherine Moukheibir, Lawrence Olanoff, Ed Owens and Jay Shepard. Officers present are Thomas McCourt, President and Interim CEO; Gina Consylman, SVP and Chief Financial Officer; Michael Shetzline, Chief Medical Officer, SVP and Head of Drug Development; Jason Rickard, SVP, Chief Operating Officer. Also present from Ironwood Pharmaceuticals is Meredith Kaya, Vice President, Finance, Strategy and Investor Relations, who will facilitate any discussion. Victoria Forward, 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 22, 2021, to every holder of record of the company's Class A common stock as of April 12, 2021, the record date for this annual meeting. As previously mentioned, the Board of Directors has appointed Brian Tessler as the Inspector of Elections for this meeting, and he has executed an appropriate oath of office. For 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 12, 2021, certified by the company's transfer agent, is available by clicking on the Materials tab in the lower right and then clicking on Registered Shareholder List for inspection by stockholders. At this time, I would like to turn the meeting over to Mr. Tessler, 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 comment 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, we are recording this meeting. No other participants attending via the webcast or telephone are permitted to use any audio recording device. Stockholders may vote online at this meeting by clicking on the Voting button on the web portal and following the instructions there. 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 2021 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 to 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 and 4 Class II directors to the Board of Directors of the company as described in the company's 2021 proxy statement for the Annual Meeting of Stockholders. The Board has nominated Mark Currie, Alexander Denner and Jon Duane as Class I directors; and Marla Kessler, Catherine Moukheibir, Lawrence Olanoff and Jay Shepard as Class II directors, each to serve a 1-year term ending at the 2022 Annual Meeting of Stockholders. The qualifications of the nominees are described in the proxy statement. The proposed resolution is as follows: that the 7 nominees for director with the highest number of affirmative votes are elected to the office of Class I or Class II director as applicable of the company, each to serve in accordance with the terms of the company's 11th amended and restated certificate of incorporation as amended from time to time and until his or her respective successor is duly elected and qualified or until his or her earlier death, resignation or removal. Class I directors: Mark Currie, Alexander Denner and Jon Duane. Class II directors: Marla Kessler, Catherine Moukheibir, Lawrence Olanoff and Jay Shepard. 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 2021 proxy statement for the Annual Meeting of Stockholders. The proposed resolution is as follows: that the compensation paid to the company's named executive officers as disclosed in the company's 2021 proxy statement for the 2021 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 2021. The proposed resolution is as follows: that the selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2021 is ratified. That concludes the presentation of all the items on our agenda today. If any stockholder wishes to comment on or ask any questions regarding the proposals being voted on today, please submit them in the designated field on the web portal.

There are no questions or comments on the proposals.

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