NRx Pharmaceuticals, Inc. (NRXP) Earnings Call Transcript & Summary

Good morning ladies and gentlemen, and welcome to this meeting of the owners of NRx Pharmaceuticals which is a continuation of the Annual Meeting of Stockholders of NRx Pharmaceuticals held on December 19, 2023. I'm Stephen Willard, Chief Executive Officer of NRx and I'm very happy to be with you today. Thank you for joining us. I will be assisted in today's meeting by our Chief Financial Officer, Rich Narido. We now begin today with the formal part of the program, during which we will ask the shareholders to: one, elect Janet Rehnquist as a Class II member of the company's Board of Directors; two, approve a proposed amendment to the company's 2021 Omnibus incentive plan to increase the maximum number of shares of common stock available for issuance under the plan; three, ratify the selection of Salberg & Company, P.A. as the company's independent auditors for the fiscal year ended December 31, 2023; four, approve on an advisory basis the compensation of our named executive officers as set forth in the company's proxy statement; and five, approve on an advisory basis the frequency of holding such an advisory vote on executive compensation. Following considerations of these proposals, I will make a few brief remarks, and we will proceed to conclude the meeting. We had the business portion of the meeting at our meeting on the 19th of December. So we're not planning to reprise that at this meeting. The meeting is now called to order. The close of business on November 14, 2023, was set as the record date for stockholders entitled to notice of and to vote at this meeting. A certified list of stockholders entitled to vote at the meeting is available on our meeting website and may be inspected by any stockholder. As of the record date, 85,167,479 shares of common stock were outstanding and entitled to one vote each on all matters properly before the meeting. Also available for inspection by the stockholders is the affidavit of mailing prepared by Continental Stock Transfer & Trust Company, our transfer agent, certifying to the timely mailing on or about November 27, 2023, of the notice of the meeting and proxy statement to all stockholders of record on the record date. Under the company bylaws, the holders of a majority in voting power of the stock issued and outstanding and entitled to vote present in person or by remote communication or represented by proxy constitutes a quorum. A quorum is present. The Inspector of Elections indicates a quorum is present and the meeting will proceed. A final count of the exact number of shares present and voting will be included in the minutes of this meeting and disclosed in the Form 8-K that we intend to file with the Securities and Exchange Commission at or about the end of the day today. I also note that at today's meeting, members of NRx management may make forward-looking statements. These statements are made as of today's date and stockholders are advised that future results are not guaranteed. Ms. Stacy Aqui, Continental Transfer & Trust Company has been appointed Inspector of Elections for this meeting. She has taken the customary oath of office, which will be filed with the records of this meeting. The inspector's function is to decide upon the validity of proxies and the qualification of voters, to accept the votes and to tally the ballots as to each matter. The company has already given the inspector of elections, the proxies previously received from stockholders. So nothing further is required if you have mailed in your proxy card or voted over the Internet or by telephone through your broker and do not wish to change your vote on any matter. I would personally like to thank all the investors who went to the time and trouble of filing the proxies. It's been very helpful to us. If you wish to vote at this meeting, you must have a valid control number and be logged into the meeting website. We now proceed to the formal business. This meeting has been called to consider and vote upon the following proposals: one, to elect Janet Rehnquist as a Class II member of the company's Board of Directors to serve until the 2026 Annual Meeting of Stockholders or until the appointment, election and qualification of her successor. Two, to approve a proposed amendment to the company's 2021 Omnibus incentive plan, To increase the maximum number of shares of common stock available for issuance under the plan from 6,713,608 to 8,713,608 of which the maximum number of shares that may be delivered pursuant to the exercise of the incentive stock plans under the Omnibus plan shall be increased from 2,500,000 shares to 100% of the aggregate maximum number of shares under the Omnibus plan; three, to ratify the selection of Salberg & Company, as the company's independent auditors for the fiscal year ending December 31, 2023; four, to approve on an advisory basis, the compensation of our named executive officers as set forth in the company's proxy statement and five, to approve on an advisory basis, the frequency of holding an advisory vote on executive compensation. For proposal #1, the affirmative vote of a plurality of the votes cast is required to elect the director nominee for proposals 2, 3 and 4, an affirmative vote of the holders of a majority of the voting power of the votes cast, excluding extensions and brokered non-votes on each of these proposals is required to ratify or approve the proposed action. For Proposal #5, there are 3 alternatives from which to choose, the alternatives among every 3 years, every 2 years and every 1 year that receives the highest number of votes from the stockholders represented in person, virtually or by proxy and entitled to vote at this meeting will be deemed to be the frequency preferred by our stockholders. We will now begin the voting process. Proposal #1 is the elector of Janet Rehnquist is the election of Janet Rehnquist as a Class II director as set forth in the company's proxy statement. The affirmative vote of a plurality of the votes cast in person or by proxy at this meeting is required to elect Ms. Rehnquist as a director. The polls are now open. [Voting]

I will now close the polls for proposal #1. We will now proceed with proposal #2, which is the approval of a proposed amendment to the company's 2021 Omnibus Incentive Plan to increase the maximum number of shares of common stock available for issuance under the plan from 6,713,608 to 8,713,608 shares, of which the maximum number of shares that may be delivered pursuant to the exercise of stock options under the Omnibus plan should be increased from 2,500,000 shares to 100% of the aggregate maximum number of shares under the Omnibus plan. The approval of the amendment requires the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and non-broker votes in-person or by proxy at this meeting. The polls are now open. [Voting]

I will now close the polls for proposal 2. We will now proceed with proposal #3, which is consideration of the ratification of Salberg & Company, P.A., as the independent auditors of the books and accounts of the company for the fiscal year ended December 31, 2023, as described in the company's proxy statement. The ratification of the Board's selection of auditors requires the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes in-person or by proxy at this meeting. The polls are now open. [Voting]

I will now close the polls for proposal #3. We will now proceed with Proposal #4, which is the approval on an advisory basis of the compensation of our named executive officers as set forth in the company's proxy statement. The approval of the proposal requires the affirmative vote of the holders of a majority in voting power of the votes cast, excluding abstentions and broker non-votes in-person or by proxy at this meeting. The polls are now open. [Voting]

I will now close the polls for Proposal #4. We will now proceed with Proposal #5, which is the approval on an advisory basis of the frequency of holding an advisory vote on executive compensation as described in the company's proxy statement. For this proposal, there are 3 alternative frequencies from which to choose. Every 3 years, every 2 years or every year. The alternative that receives the highest number of votes from the stockholders represented in-person, virtually or by proxy and entitled to vote at the annual meeting will be deemed to be the frequency preferred by our stockholders. The polls are now open. [Voting]

I will now close the polls for Proposal #5. I instruct the inspector of election to count the votes and submit the tally to our Chief Financial Officer. Results indicate that one, Janet Rehnquist has been elected as a Class II Director; two, the amendment to the company's 2021 Omnibus Incentive Plan to increase the maximum number of shares of common stock available for issuance and to increase the maximum number of shares that may be delivered pursuant to the exercise of incentive stock options has been approved by the holders of a majority of voting power of the votes cast at this meeting; three, the ratification of Salberg & Company P.A. as the company's auditors has been approved by the holders of a majority and voting power of the votes cast at this meeting. Four, the compensation of our named executive officers as set forth in the company's proxy statement has been approved by the holders of a majority in voting power of the votes cast at this meeting; and five, the alternative frequency of holding an advisory vote for executive compensation that received the highest number of votes is every year. A final count of the exact voting results will be included in the minutes of the meeting and disclosed in the Form 8-K that we intend to file with the Securities and Exchange Commission. This concludes the formal part of the meeting. I would like to thank all shareholders who participated in this important process. We are very grateful for your support. Are there any questions? Hearing none. Is there any other business to be brought before the meeting? If there is no other business, the meeting is hereby adjourned. Thank you all for your attendance, and thank you so much for your passion about NRx Pharmaceuticals, Inc. Speak with you next year, hopefully before then. Thank you. Bye.