Praxis Precision Medicines, Inc. (PRAX) Earnings Call Transcript & Summary

Hello, and welcome to the Praxis Precision Medicines, Inc. 2021 Annual Meeting of Stockholders. It is my pleasure to turn today's meeting over to Dean Mitchell [Audio Gap] Mr. Mitchell, the floor is yours.

Good morning, everyone. My name is Dean Mitchell, Chairman of the Board of Directors of Praxis Precision Medicines, Inc. The meeting is now called to order. I've asked Michelle Wilensky, the Corporation's Lead Securities and Corporate Counsel, to record the minutes. It's a pleasure to welcome our stockholders and guests to the 2021 Annual Meeting of Praxis Precision Medicines, Inc. The meeting is being held in accordance with the Corporation's bylaws and Delaware law and is being conducted as a virtual meeting via live webcast. The formal business of hand is described in our notice and proxy statement, a copy of which was mailed on or about April 29, 2021, to all of our stockholders of record at the close of business on April 16, 2021. Regarding meeting logistics, you can view our meeting materials under the Materials tab in the virtual meeting portal, including the meeting agenda, our annual report, proxy statement and rules of conduct for today's meeting. Before proceeding to the formal business, I'd like to introduce the directors and officers of the corporation who are joining us virtually today. Our directors and nominee for Director here are virtually Marcio Souza, Director and the Corporation's Chief Executive Officer. Merit Cudkowicz, Stefan Vitorovic, Gregory Norden, William Young and myself. Our officers here virtually are Tim Kelly, Chief Financial Officer; Bernard Ravina, Chief Medical Officer; Alex Nemiroff, General Counsel; and Lauren Mastrocola, VP of Finance and Principal Accounting Officer. Our independent auditors, the firm of Ernst & Young LLP is represented at this meeting by [ Mike Como ]. Our outside counsel, [ the firm of Goodwin Procter LLP ] [Audio Gap] Thank you all for attending today's meeting. Now let's proceed to the formal business of the meeting, notice of which was sent to all stockholders of record as of the close of business on April 16, 2021. Stockholders of record on that date are entitled to vote at this meeting. We have at this meeting a record of stockholders as of that date. The duplicate record has been on file at the corporation's principal place of business for the last 10 days immediately prior to the date of this meeting. And has been available for inspection by any stockholder during that period at any time during normal business hours. In order to expedite the flow of business, we'll follow the sequence of events. First, the polls will be opened, then each of the matters to be voted on by the stockholders at this meeting will be presented in the order set forth in the proxy statement. We will follow the presentation of each proposal with the opportunity for stockholders to ask questions relating to that proposal. Once all proposals have been presented, the polls will be closed, and the meeting will be adjourned. [Operator Instructions] If you have a question or comment that relates to a proposal being presented today, please submit it as soon as possible and prior to the discussion of that proposal. The Board of Directors has appointed [ Lou Lawson ] to act as inspector of election for this annual meeting, and he will tabulate results of the voting. The inspector of elections has signed the oath of his office, which will be filed with the minutes of the meeting. Mr. [ Lawson ], do we have a quorum present?

Mr. Chairman, of the 38,626,540 shares of the common stock entitled to vote at the meeting 23,421,400 shares are represented either in person or by proxy and therefore, a quorum is present.

I declare that the quorum is present. We may now proceed to transact the business for which this meeting has been called. I will start by briefly describing the voting procedures. You may vote at the meeting through the virtual portal by clicking on the voting button. If you've already voted for today's meeting and don't wish to change your vote, you do not need to vote again at this meeting. Your vote will be cast as you have previously instructed. However, if you have already voted and now wish to change your vote or if you have not already voted and you wish to vote now, please vote during the meeting by clicking on the voting button. It's now 10:06 on June 8, 2021, and the polls for each matter to be voted on at this annual meeting are now open. Our first item of business is the election of a director. At this meeting, we'll be voting on 1 nominee for the Class 1 Director to serve for a term of 3 years, all as set forth in the proxy statement. In accordance with the bylaws, your directors have nominated me, Dean Mitchell, to be elected to serve as Class I Director. The corporation's bylaws require that stockholders provide advanced notice to the corporation of the stockholders' intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning the proposal? Anyone who's voting by virtual ballot, please do so now.

There are no questions at this time.

Thank you, Michelle. The second item of business is the ratification of the appointment of Ernst & Young LLP as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2021. The Audit Committee of the Board of Directors, which is comprised entirely of independent directors appointed Ernst & Young LLP as the corporation's independent registered public accounting firm to audit the corporation's financial statements for the fiscal year ending December 31, 2021. The Board of Directors approved the selection of Ernst & Young LLP and has asked the stockholders to ratify the selection. Stockholder ratification is not required by the corporation's bylaws. However, the Board of Directors is submitting this to the stockholders for ratification as a matter of good corporate governance. Stockholders do not approve the selection of Ernst & Young LLP as the corporation's independent registered public accounting firm. The Board of Directors and the Audit Committee will reconsider the appointment. Are there any questions concerning the proposal? Anyone who's voting...

No questions.

Very good. Thank you, Michelle. Anyone who is voting by virtual ballot, please do so now. [Voting]

That concludes the voting on the proposals set forth in the proxy statement. I'll pause briefly to allow shareholders to submit any final votes. [Voting]

It's now 10:09 on June 8, 2021, and the polls for each matter to be voted on at this meeting are now closed. No additional virtual ballots, proxies or votes and no changes or revocations will be accepted. Mr. [ Lawson ], please report on the results of the voting.

With regard to proposal 1, the affirmative vote of a plurality of the shares present or represented and entitled to vote has been voted in favor of the election of Mr. Dean Mitchell. With regard to proposal 2, the affirmative vote of a majority of the shares present or represented and entitled to vote have been voted in favor of the ratification of Ernst & Young LLP as the corporation's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Thank you. I declare that all of the proposals presented at the meeting have been ratified or approved by the stockholders. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the inspector of election and will be included in the minutes of meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn this meeting, and thank you all for attending and support -- for your continued support.

This concludes the meeting. You may now disconnect.