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 Roger Jeffs. Chief Executive Officer of Liquidia Corporation. Dr. Jeff, the floor is yours.

Good afternoon, and welcome to Liquidia Corporation's 2026 Annual Meeting. I'm Roger Jeffs, Chief Executive Officer 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. This year's annual meeting is being held in a 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 voting at the meeting. If you've 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 vote now by clicking the Vote icon located at the top right of your screen and making your selections. The rules of conduct and procedures also describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. If you wish to ask a question, please click the Q&A Icon located at the top right of your screen, type your question in the space provided and click send. You may ask a question at any point. Approximately 15 minutes has been set aside at the end of the formal portion of the meeting to respond to questions. 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 Officer 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 Sue Nelson from Computershare to serve as the inspector of election. A copy of Mr. Nelson's oath as inspector of election was presented to me prior to the meeting. And therefore, her appointment as inspector of election is valid. If there are no objections, I will direct that such oath be filed with the 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.

They are represented at the meeting either virtually or by proxy, 67,479,187 shares of common stock, $0.001 par value per share out of a total number of 88,893,621 shares of common stock issued and are outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote. Accordingly, there are an aggregate of 88,893,621 votes entitled to be cast at this meeting, which in aggregate of 67,479,187 are present virtually or represented by proxy.

Thank you, Sue. The report of the Inspector of Election indicates that these are -- that there are present at the meeting, virtually or represented by proxy, the holders of a majority of the total number of shares of the 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. Would the secretary of the meeting, please report on the mailing of the proxy materials and the availability of a list of stockholders?

Roger, as secretary of the meeting, a copy of the notice of the Annual Meeting of Stockholders dated April 24, 2026, concerning the matters to be considered and acted upon at the meeting and a copy of the proxy statement and the company's annual report on Form 10-K for the year ended December 31, 2025, are available for viewing on the company's hosting site, which is linked to the virtual meeting portal. . Accordingly, we have received -- additionally, we have received an affidavit of mailing executed by an employee of Computershare Communication Services and affiliate of Computershare, company's transfer agent certifying that the mailing of the aforementioned proxy materials to the company's stockholders was initiated on May 06, 2026. The affidavit mailing will be filed with the minutes of this meeting.

Thank you, Rusty. 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 you to the current directors of the company other than myself, Several of them are with us today. Dr. Stephen Block, Dr. Joanna Horobin, Arthur Kirsch, Damian deGoa; and Katie Rielly-Gauvin, Dave Johnson. Raman Singh and Paul Manning were not able to attend today. I would also like to take this opportunity to introduce you to 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 are present today. Mike Kaseta, Chief Financial Officer and Chief Operating Officer; Scott Moomaw, Chief Commercial Officer; Jason Adair, Chief Business Officer; Dana Boyle, Chief Accounting Officer; Sarah Krepp, Chief Human Resources Officer; and Rusty Schundler, General Counsel and Corporate Secretary. Finally, I would like to introduce Tony Lockett of PricewaterhouseCoopers, the company's independent registered public accounting firm. The chair now deems the following matters to be properly before this meeting. Firstly, the nominees for Class II directors to serve until the 2029 Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such director's earlier resignation, removal or death of Katie Rielly-Gauvin, Raman Singh and David Johnson. Secondly, the proposal to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm, for the fiscal year ending December 31, 2026. And thirdly, the proposal to approve, on an advisory basis, the compensation of our named executive officers. We will be closing the poll shortly. You must ensure you submit your election 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 now vote by clicking the vote icon located at the top right of your screen and making your selections. Please note that any votes submitted the electronic ballot will be subject to final verification by the Inspector of Election. With the polls having been held up for 5 minutes, and I hereby declare that the polls are now closed for voting on the items of business. Will the Inspector of Election please give her report concerning the votes upon the election of directors and the aforesaid proposals. .

Ladies and gentlemen, the report of the inspector of election indicates that the following numbers of votes cast by the holders of common stock have been voted with respect to proposal 1, the election of each of the Class II director nominees for the Board of Directors of the company, David Johnson for 44,874,399; withheld 58,179, [indiscernible] votes 22,546,609; Katie Rielly-Gauvin for 41,448,383; withheld 3,484,195, or votes 22,546,609; Raman Singh for 41,158,353; withheld 3,774,225, not votes 22,546,609. . Proposal 2, the ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal -- for the year ending December 31, 2026. 67,279,878; withheld 183,739; broker nonvotes 15,570. Proposal 3. The approval on an advisory basis of the compensation of our named executive officers: for 44,270,299; withheld, 612,749. abstained 49,530, broker nonvotes 22,546,609

Thank yo,. The report of the Inspector of Election therefore, indicates that Katie Rielly Gauvin, Raman Singh, David Johnson have been duly elected as Class 2 directors of the company to serve for a term expiring at the 2029 Annual Meeting of stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death. Secondly, the proposal to ratify the appointment of PricewaterhouseCoopers as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, has been approved. And thirdly, the proposal to approve on an advisory basis, the compensation of our named executive officers has been approved. Will the Inspector of Election, please execute her 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 Tony Locke, a representative of PricewaterhouseCooper, the company's registered public accounting firm, is present at the meeting and is available to respond to questions raised by stockholders. If you wish to ask a question, please click on the message icon on your screen. 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 and 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 2026. We qualify all of our forward-looking statements by these cautionary statements, and as except by 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. .

Roger, there are no questions at this time.

Thank you, Jason.. Thank you all for attending. This concludes the meeting. You may now disconnect.