Liquidia Corporation (LQDA) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Liquidia Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Damian deGoa, Chief Executive Officer of Liquidia Corporation. Mr. deGoa, the floor is yours.

Good afternoon, and welcome to the Liquidia Corporation's 2021 Annual Meeting. I'm Damian deGoa, CEO of the company. Will the meeting please come to order? Let me take this opportunity to welcome all those virtually present at the Annual Meeting of Stockholders of Liquidia Corporation. Due to the continued public health concerns resulting from the COVID pandemic and government recommended and required limits on public gatherings and to protect the health and safety of the company's stockholders, directors and employees, this year's annual meeting is being held in virtual-only meeting format. This allows stockholders, regardless of physical location to participate in today's meeting. Not only can you listen to the meeting, but you can also submit questions and vote your shares online prior to the closing of the polls in accordance with the instructions you received prior to the meeting. The polls are now open. We will get started with the technical phase of the meeting in a few moments. But first, we would like to direct your attention to the agenda and rules of conduct and procedures, a copy of which has been posted to the online meeting portal. Among other items, the rules of conduct and procedures describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. [Operator Instructions] Before proceeding to the business of this meeting, there are also certain technical legal matters, which we must dispose of in order to make certain that we are conducting a duly authorized meeting. But as soon as these are completed, I would like to introduce you to the executive officers and directors of the company who are also joining us virtually and also to describe to you the matters proposed for your consideration and action at this meeting. The company has designated Miller Asbury from Computershare, Inc. to serve as the inspector of election. A copy of Mr. Miller's oath of inspector of election was presented to me prior to the meeting, and therefore, Mr. Miller's appointment as inspector of election is valid. If there are no objections, I will direct that such oath to be filed with the meeting -- minutes of the meeting. Will the inspector of election kindly confirm that a majority of the total number of shares of common stock of the company outstanding and entitled to vote at the meeting are present at the meeting?

There are represented at the meeting, either virtually or by proxy, 41,713,888 shares of common stock, 0.001 par value per share out of a total number of 51,972,961 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to 1 vote. Accordingly, there are an aggregate of 51,972,961 votes entitled to be cast at this meeting of which an aggregate of 41,713,888 are present virtually or represented by proxy.

The report of the inspector of election indicates that there are at present at the meeting, virtually or represented by proxy, the holders of a majority of the total number of shares of stock of the company outstanding and entitled to vote at the meeting. There is, therefore, a quorum present and the meeting is confident to transact business. Will the inspector of election commonly execute his certificate as to stockholders present at the meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. Will the secretary of the meeting, please report on the mailing of the proxy materials and the availability of a list of stockholders?

Mr. deGoa, as Secretary of the meeting, a copy of the notice of the Annual Meeting of Stockholders dated April 30, 2021, considering the matters to be considered and act upon at the meeting and a copy of the proxy statement, proxy card have made available for viewing by the company's stockholders through the virtual meeting portal and the company's annual report on Form 10-K for the year ended December 31, 2020, and a Chief Executive Officer letter to stockholders are available for viewing on the company's hosting site, which is linked to the virtual meeting portal. Additionally, we have received an affidavit of distribution executed by an officer of Computershare Trust Company, N.A., certifying the mailing of the aforementioned proxy materials to the company's stockholders was initiated on May 6, 2021. The inspector of election also is made available for viewing by the company's stockholders during the meeting through the online portal used for the meeting. A list of the holders of record of the outstanding shares of common stock of the company, which list is certified by an officer of Computershare Trust Company, N.A., arranged in alphabetical order listing each stockholder of record at the close of business on April 23, 2021, the date fixed by the Board of Directors as the record date for this meeting. The affidavit of distribution will be filed with the minutes of this meeting.

Now that the technical organizational phase of the meeting has been completed and before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce to you the current directors of the company other than myself who are with us today: Dr. Stephen Bloch, Chairman; Dr. Joanna Horobin; Dr. Roger Jeffs; David Johnson; Arthur Kirsch and Katherine Rielly-Gauvin. Paul Manning and Raman Singh were not able to attend the meeting today. I'd also like to introduce the following officers of the company other than those officers who are also current directors of the company or nominees for directors of the company who are present today: Mike Kaseta, Chief Financial Officer; Rusty Schundler, General Counsel and Corporate Secretary; Scott Moomaw, Senior Vice President, Commercial; Jason Adair, Vice President, Corporate Development Strategy; Dr. Tushar Shah, Chief Medical Officer. Robert Lippe, our Chief Operations Officer, was not able to attend today. Finally, I would like to introduce [ Ellie Branis ] of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. The Chair now deems the following matters to be properly before this meeting. The nominees for Class III directors to serve until the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death are: Damian deGoa, Arthur Kirsch and Paul Manning. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. We will be closing the polls shortly. Must ensure you submit your electronic ballot in order for your votes to be counted. The inspector of election will not accept votes submitted after the closing of the polls. If you have already voted by proxy, you do not need to vote at this meeting. However, if you wish to change your vote or if you are a registered stockholder and have not voted, you may fill out the voting instructions by clicking on the, Vote My Shares section, on the left-hand of your screen. Please note that any votes submitted via electronic ballot will be subject to final verification by the Inspector of Election. The polls have been held open and I now declare that the polls are closed for voting on the items of business. Will the inspector of election please give his report concerning the votes upon the election of directors and the aforesaid proposal?

Ladies and gentlemen, the report of the inspector of election indicates that the following numbers of votes cast by holders of common stock have been voted with respect to the election of each Class III director nominees for the Board of Directors of the company: Damian deGoa, 29,183,102, votes for; 128,066, votes withheld; 12,402,720 broker nonvotes. Arthur Kirsch, 29,053,941, votes for; 257,227, votes withheld; 12,402,720 broker nonvotes. Paul B. Manning, 27,089,638, votes for; 2,221,530, votes withheld; 12,402,720 broker nonvotes. The ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2021: 41,681,438, votes for; 28,468, votes against; 3,982, votes abstain.

The report of the inspector of election, therefore, indicates that Damian deGoa, Arthur Kirsch and Paul Manning have been duly elected as Class III directors of the company to serve for a term expiring at the 2024 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death. And the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been approved. Will the Inspector of Election please execute this certificate as to the total number of votes cast on each of the matters considered at this meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. The floor is now open for any questions or comments relating to the business of the company. Please note that [ Ellie Branis ], representatives of PricewaterhouseCoopers LLP, the company's registered public accounting firm, are present at the meeting and are available to respond to questions raised by the stockholders. [Operator Instructions] It is possible that today's meeting, including some of our comments and some of our responses to your questions may include forward-looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties and assumptions that could affect these forward-looking statements include risks that are included in the company's SEC reports, including our Form 10-Q for the first fiscal quarter of 2021. We will qualify all of our forward-looking statements by these cautionary statements, and except as required by law, we assume no responsibility for updating any forward-looking statements. In addition, with respect to all of our forward-looking statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995.

We've received no questions.

Okay. Thank you all very much for attending, and appreciate your support.

This concludes today's meeting. You may now disconnect.