Lisata Therapeutics, Inc. (LSTA) Earnings Call Transcript & Summary

Good day, ladies and gentlemen. And thank you for standing by. Welcome to the Caladrius Biosciences, Inc. Annual Meeting. At this time, I would like to turn the conference over to Dr. Gregory Brown. Sir, please begin.

Thank you, operator. And good morning, everyone. My name is Greg Brown, and I'm Chairman of the Board of Directors of Caladrius Biosciences, Inc. And as the Chairman of this annual meeting, I hereby call the 2020 Annual Meeting of Stockholders to order. On behalf of my fellow officers and directors, it is a pleasure to welcome you to our annual meeting. We are excited to be hosting a virtual stockholder meeting for the first time, a format that has the benefit of allowing us to be more inclusive and reach a greater number of our stockholders while still respecting the norms in place for social distancing to help minimize the spread of the coronavirus. We have stockholders attending via the web portal. As is our custom, we will conduct the business portion of our meeting first and take questions, if any, as time permits at the end of the meeting. While we may not be able to answer every question in the allotted time, we will do our best to provide a response to as many as possible, and we'll follow-up with any others off-line as appropriate. I will now take this opportunity to introduce the officers and directors of the company who are present on this call today. In addition to me, we have: Steven Klosk; Steven Myers; Cynthia Schwalm; Peter Traber; and David Mazzo, who is also our President and Chief Executive Officer. Other executive officers in attendance are Joseph Talamo, Senior Vice President and Chief Financial Officer; Douglas Losordo, Executive Vice President, Global Head of Research and Development and Chief Medical Officer; and Todd Girolamo, Senior Vice President, General Counsel and Corporate Secretary. Also present are: Darlene Huff and Raymond Werth of Grant Thornton LLP, the company's independent public accountants for fiscal year 2020; and Tom Ferrari of American Election Services, who will serve as the inspector of election at this annual meeting. I have asked Todd Girolamo, Caladrius' Senior Vice President, General Counsel and the Company Secretary, to serve as secretary of this annual meeting. Todd?

Thank you, Greg. So the Board of Directors adopted resolutions which provided that this annual meeting be held today and which fixed the close of business on April 20, 2020, as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. An affidavit has been presented attesting to the fact that either: a notice of Internet availability of the meeting, the proxy statement and the 2019 annual report to stockholders; or two, the documents themselves were mailed on or about April 20, 2020, to all stockholders as of the record date and will be incorporated into the minutes of this meeting. A list of stockholders of the company entitled to notice of and to vote at this annual meeting, along with their addresses and number of shares held, is on file at our office and was open to examination by any stockholder for at least 10 days prior to this annual meeting and has been posted on the website portal this morning for this annual meeting for stockholders to view. The list and copies of the form of notice, proxy statement and proxy card relating to this annual meeting are available should any stockholder wish to review those materials.

Thank you, Todd. I ask that you please file the affidavit and a copy of the proxy materials with the records of the company. I hereby appoint Tom Ferrari of American Election Services to act as inspector of election of this annual meeting. The inspector has executed an oath to carry out his duties impartially and to the best of his ability. He will collect the ballots and count the votes. The oath of the inspector of election will be filed with the minutes of this annual meeting. Will the inspector now report on the presence of a quorum?

Thank you, Dr. Brown. I can report the presence of a quorum. I am in the process of completing account of all stockholder votes and will render an exact report at the end of the annual meeting after the balloting is closed.

Thank you. The purposes of this annual meeting are described in the proxy statement. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the Voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote do not need to take any further action. I now declare the polls open for voting by eligible stockholders on all proposals in the proxy statement. The first order of business before this annual meeting, proposal 1, is to elect 2 Class I directors, Cynthia Schwalm and Peter Traber. Both of these nominees were just introduced as present directors, and additional information about them and their qualifications is in the proxy statement. I hereby declare them duly nominated. The company has not received notice of any other nominations as required under the procedures for stockholders submitting nominating recommendations. Therefore, I declare the nominations closed. The approval of this proposal 1 requires the affirmative vote of a plurality of votes. The Board of Directors recommends that the stockholders approve proposal 1. As a stockholder of the company, I so move. Is there a second?

This is Joe Talamo and I second the motion.

The second matter being submitted to the stockholders for action, proposal 2, is the ratification of the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Approval of proposal 2 will require the affirmative vote of a majority of the total votes cast. The Board of Directors recommends that the stockholders approve proposal 2. And as a stockholder of record of the company, I so move. Is there a second?

This is Joe Talamo and I second the motion.

The third matter being submitted to the stockholders for action, proposal 3, is the approval, on a nonbinding advisory basis, of the executive compensation of the company's named executive officers as described in the proxy statement. Approval of Proposal 3 will require the affirmative vote of a majority of the total votes cast. This say-on-pay vote is advisory and therefore not binding on the company. Nevertheless, our Board of Directors and Compensation Committee value the opinions of our stockholders and intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. The Board of Directors recommends that the stockholders approve proposal 3. And as a stockholder of record of the company, I so move. Is there a second?

I, Joe Talamo, second the motion.

The fourth matter being submitted to the stockholders for action, proposal 4, is approval of an amendment to the Caladrius 2018 Equity Incentive Compensation Plan that increases the number of shares of common stock that may be issued under the plan by 1 million. Approval of proposal 4 will require an affirmative vote of a majority of the total votes cast. The Board of Directors recommends that the stockholders approve Proposal 4. And as a stockholder of record of the company, I so move. Is there a second?

I, Joe Talamo, second the motion.

The fifth and final matter being submitted to the stockholders for action, proposal 5, is the approval of an adjournment or postponement of the annual meeting, if necessary, in order to solicit additional proxy votes. Approval of proposal 5 will require the affirmative vote of a majority of the total votes cast. The Board of Directors recommends that the stockholders approve proposal 5. And as a stockholder of record of the company, I so move. Is there a second?

I, Joe Talamo, second the motion.

All motions having been duly moved and seconded, there being no further motions, I declare the polls closed. Will the inspector of election now please count the votes? And when you are ready, please give a preliminary report on the voting results. The final tally of all votes will be made after the annual meeting is adjourned and will be reported in the company's Form 8-K pertaining to the annual meeting.

The shares of common stock represented at this annual meeting, either in person or by proxy, constitutes approximately 77.15% of the total outstanding voting power. With respect to proposal 1, I hereby report that the following directors were elected by the following votes: Cynthia Schwalm, Class I, 4,769,344 votes for, 163,774 votes against and 40,615 abstentions; Peter Traber, Class I, 4,900,519 votes for, 53,755 votes against and 19,459 abstentions. With respect to proposal 2, I hereby report that there are 8,137,855 votes for, 47,925 votes against and 14,114 abstentions. With respect to proposal 3, I hereby report that there are 3,742,012 votes for, 152,261 votes against and 1,079,460 abstentions. With respect to proposal 4, I hereby report that there are 4,084,133 votes for, 869,300 votes against and 20,300 abstentions. With respect to Proposal 5, I hereby report that there are 7,151,148 votes for, 1,016,690 votes against and 32,056 abstentions.

Thank you. I hereby declare that all director nominees were elected and proposals 2, 3, 4 and 5 approved. There being no further business before this annual meeting, I move to adjourn the meeting. Is there a second?

I second the motion.

I declare this 2020 annual meeting adjourned as of 9:11 a.m. Thank you all for attending this virtual annual stockholders meeting. The meeting is now formally adjourned. I would note that the company and its auditor, Grant Thornton, are available to discuss questions which any of you may have. [Operator Instructions] I will pause to ask the operator or administrators if there are any questions in the portal. There being no questions at this time, I want to thank you all for attending and would note that this is the conclusion of the webcast. Thank you very much, and have a good day.

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.