PTC Therapeutics, Inc. (PTCT) Earnings Call Transcript & Summary

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the PTC Therapeutics, Inc. Annual Meeting. At this time, I would like to turn the conference over to Dr. Stuart Peltz. Sir, please begin.

Thank you. Good morning. Good morning, folks. Welcome to the -- will the meeting please come to order? As you heard, I'm Stuart Peltz, I'm the Chief Executive Officer of PTC Therapeutics, and I'd like to welcome you to our Virtual 2020 Annual Meeting of Stockholders. With us today are members of our Board of Directors and our senior management. Aside from myself, the Board is represented by Michael Schmertzler, Allan Jacobson, Stephanie Okey, Emma Reeve, Glenn Steele, David Southwell, Dawn Svoronos and Jerry Zeldis. Michael Schmertzler, the Chairperson of the Board of Directors, will preside over today's meeting. The meeting agenda, along with the meeting protocol, are included under the section of our annual meeting web portal labeled Meeting Material. Now I'd like to introduce Mark Boulding, our Corporate Assistant Secretary. Our Chairperson has asked me to request that Mark establish that the stockholder meeting has been duly called and that a quorum is present. Mark?

Thank you, Stuart. The Board fixed April 17, 2020, as the record date for determining the stockholders entitled to vote at this meeting. An affidavit of mailing is with our inspector of election attesting to the fact that notice of this meeting was duly given and that the proxy statement and the 2019 annual report were distributed to stockholders of record beginning April 27. This affidavit is available for inspection by any stockholder. Accordingly, the meeting has been duly called. As stated in the notice, the purposes of this meeting are as follows: first, to elect the 3 Class 1 director nominees named in the proxy statement, each to serve for a term ending in 2023 or until each of their successors has been duly elected and qualified; second, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2020; third, to hold an advisory vote to approve named executive officer compensation; and finally, to transact any other business that may properly come before the meeting. Jacque Kretzu of American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as inspector of election at this meeting. Jacque is present and has subscribed to her oath of office. The preliminary report of the inspector of election provides that at least 59,460,000 shares or approximately 95% of the shares entitled to vote at this annual meeting are present in person or by proxy. Accordingly, I declare to the Chairperson that a quorum is present. In addition, please note that various remarks that we may make about future expectations, plans and prospects for the company constitute forward-looking statements for the purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our SEC filings, including our most recent Form 10-Q and Form 10-K, which are on file with the Securities and Exchange Commission. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing estimates or views as of any date subsequent to today Michael?

Thank you, Mark. On the basis of the secretary's report, the meeting is duly convened. We will now conduct the formal business as set forth in the notice of the meeting. The polls are now open for voting, and any votes or changes to previous votes may be made in the Vote Here section of the web portal. The polls will close after all proposals have been announced and any stockholder questions answered. No ballots or proxies or revocations of or changes to ballots or proxies will be accepted after the polls are closed. I will announce the results of the voting on each matter following the tabulation of the voting. As noted by Stuart, in order to conduct an orderly meeting and give eligible -- all eligible shareholders an opportunity to participate, we will follow the procedures in the rules of conduct. [Operator Instructions] Thank you for your cooperation with these rules. Please remember that if you've already voted by Internet or telephone or have sent in a proxy card, your shares have been voted accordingly. You do not need to vote today unless you are voting for the first time or want to change your previous vote. Mark, would you please present the proposals?

Thanks, Michael. Our first proposal to be voted upon is the election of 3 directors to our Board. The nominees and their biographies are set forth in the proxy statement. If elected, each director will serve a 3-year term, expiring at the 2023 Annual Meeting of Stockholders or until his or her successor has been duly elected and qualified. The Board of Directors has nominated and recommends the election of the following persons of directors: Stephanie S. Okey; Stuart W. Peltz; and Jerome B. Zeldis. No other nominations have been made according to the procedures provided in our bylaws. Accordingly, no further nominations are in order, and the nominations are now closed. Please submit any questions regarding this proposal now. Avraham Adler, our Executive Director, Associate General Counsel, will be reading any questions. Avraham, have any questions been submitted regarding this proposal?

No questions have been submitted regarding this proposal.

Our second proposal to be voted upon is the ratification of Ernst & Young, LLP as PTC's independent registered public accounting firm for fiscal year 2020. Our auditors are present and can answer any questions that you may have. Please submit any questions regarding this proposal now before we proceed to vote. Avraham, have any questions been submitted regarding this proposal?

No questions have been submitted regarding this proposal.

Our third proposal to be voted upon is the advisory vote to approve named executive officer compensation. The proxy statement for this meeting contains text to the resolution that stockholders are asked to approve. Please submit any questions regarding this proposal now before we proceed to vote. Avraham, have any questions been submitted regarding this proposal?

There have been no questions submitted regarding this proposal.

Michael?

Thank you, Mark. We will now provide any stockholders wishing to cast or change their votes via the web portal with an additional minute before we close the polls. So the -- you won't hear anything for another minute. It doesn't mean you've been disconnected. So I'm going to wait a minute now and then come back. [Voting]

Okay. That's been a minute. I now declare the polls closed. The next item on the agenda is the preliminary report of the inspector of elections of the results of this annual meeting. Mark, would you present the preliminary report from the inspector?

Thank you, Michael. The inspector of election has presented her preliminary report and has determined that the director nominees received votes cast in favor of their appointment as follows: Ms. Okey, approximately 57 million shares; Dr. Peltz, approximately 56 million shares; and Dr. Zeldis, approximately 45 million shares. The inspector has determined that in excess of the majority of shares were cast in favor of the advisory vote to approve executive compensation and the ratification of the appointment of Ernst & Young. Michael?

Thank you, Mark. Based upon the report of the inspector of election, I declare that Stephanie S. Okey; Stuart W. Peltz; and Jerome B. Zeldis are elected directors, and that the appointment of Ernst & Young as PTC's independent registered public accounting firm for fiscal year 2020 is ratified. The Board will take into consideration the results of our stockholders' advisory votes on named executive officer compensation. While the outcome of nonbinding proposals do not overrule any decision by the company, the Board or any of its committees or create or imply any additional or change fiduciary duties, the Board will review and consider the voting results on these matters. There being no further business to come before the meeting, the formal part of this annual meeting is adjourned. Stuart? Stuart, are you on mute? Stuart was going to thank everybody and ask if any stockholders present would like an answer to an opportunity to ask questions related to our business. So Avraham, have any questions -- additional questions been submitted?

There haven't been any additional questions submitted.

Okay. Thank you, Avraham. So thank you all for attending this unusual meeting in these unusual times, for joining us at our 2020 Meeting of Stockholders. We will now disconnect the meeting room and bid you good day.

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