Kodiak Sciences Inc. (KOD) Earnings Call Transcript & Summary

Good morning. My name is Dr. Victor Perlroth, and I'm the Chief Executive Officer and the Chairman of Kodiak Sciences Inc. I'm very happy to welcome you to the special meeting of the stockholders of Kodiak Sciences. The meeting will now officially come to order. The time is now 10:01 Pacific on Wednesday, October 13, 2021, and the polls are now open for voting on the single matter to be presented. As you know, we are hosting today's meeting through the Mediant digital shareholders meeting platform. This meeting is being recorded and will be available via webcast in the Investor Relations section of our corporate website for approximately 1 year after the date of this special meeting. Before we proceed with the formal business of today's meeting, I'd like to introduce you to a couple of the Kodiak leaders with us virtually today: John Borgeson, Senior Vice President and Chief Financial Officer and Secretary; as well as Gordon Chiu, Executive Director, Finance. We will proceed with the formal business of the meeting as set forth in the notice of special meeting and accompanying proxy statement. We will describe the sole proposal on the agenda today, take questions related to the proposal and then announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting. Each share of common stock is entitled to 1 vote. After I describe the proposal to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. You intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. You should now all have a copy of the rules of conduct for this meeting. In order to conduct an order of the meeting, we ask that you follow these rules. Stockholders who are attending this meeting with the valid link received after pre-registering with the control number included in the proxy card or voting instruction form, may submit questions or comments through the text box located on the virtual meeting screen. We will try to answer questions submitted better germane to the proposal as and if we have time. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

I have at this meeting a complete list of holders of record of the company's common stock on September 1, 2021, the record date for this meeting. A list of stockholders of record is available for inspection by stockholders of record during the meeting for any reason germane to this meeting. Included in the e-mail sent to shareholders, just shortly before this meeting, is the link where you can access the shareholder list. You must enter your previously provided control number to access the list. I also have an affidavit certifying that on September 15, 2021, a notice of special meeting of stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on September 1, 2021.

At this time, I'd like to introduce Gordon Chiu, the company's Executive Director of Finance, who is present virtual. I'm appointing Mr. Chiu to act as Inspector of Election at this meeting. Mr. Chiu has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

I have been informed by the Inspector of Election that proxies have been received for 45,535,524 of the 51,474,570 shares of common stock outstanding on the record date, which represents approximately 88.5% of the total number of outstanding shares. This constitutes a forum to the meeting today, and we may now carry out the official business of the meeting.

We will now proceed with the formal business of this meeting. After the single proposal has been described, we will answer any questions related to the proposal submitted online. As a reminder, we ask that any comments or questions during this portion of the meeting pertain only to this proposal. Please submit any questions as soon as possible for our review. The only item of business today is to improve the company's 2021 Long-term Performance Incentive Plan, which we refer to as the LTPIP or Plan. The Plan is part of a long-term performance incentive program. It was approved by the Kodiak Board of Directors subject to approval by our stockholders. Both the full text of the Plan and the details of the single proposal are included in the notice of special meeting and the accompanying proxy statement. As discussed in our proxy statement filed in connection with this meeting, stockholders who preregistered were provided instructions for submitting questions prior to the start of this meeting. No questions have been submitted. So we will move forward with the voting results. The time is now 10:07 Pacific, and the polls are now closed for voting. May we have the results of the voting?

The report of the Inspector of Election covering the proposals presented at this meeting is as follows: the company's 2021 Long-term Performance Incentive Plan is approved.

This concludes the formal portion of today's meeting, and the special meeting is now adjourned. Thank you, everyone, for your time and your engagement regarding our LTPIP proposal.