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

Good day, and welcome to PTC Therapeutics 2021 Annual Meeting of Stockholders. I would like to introduce Chief Executive Officer of PTC Therapeutics, Dr. Stuart Peltz. Dr. Peltz, please commence.

Thank you, and good morning, ladies and gentlemen. Will the meeting please come to order? Thank you. I'd like to welcome you to the -- to our 2021 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. We are also joined by Mary Smith, who has been nominated for election to the Board at this annual meeting. Michael Schmertzler, the Chairperson of the Board of Directors will preside over today's meeting. The meeting agenda is posted on your screen, and the meeting rules of conduct and procedures are included under the section of our annual meeting web portal labeled Materials. Now I'd like to introduce Mark Boulding, our Corporate Assistant Secretary. Our Chairperson had 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 16, 2021 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 on the 2020 annual report were distributed to stockholders of record ending April 29, 2021. 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 4 Class II Director nominees named in the proxy statement, each to serve for a term ending in 2024 or until each of their successors have been duly elected and qualified. Second, to approve an amendment to the company's restated certificate of incorporation to increase the number of authorized shares of common stock from 125 million shares to 250 million shares. Third, to approve an amendment to the company's 2016 employee stock purchase plan to increase the number of shares of common stock authorized for issuance under the plan from 1 million shares to 2 million shares. Fourth, to ratify the appointment of Ernst & Young as our independent registered public accounting firm for fiscal year 2021. Fifth, 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. Jackie Kretzu of American Stock Transfer & Trust Company, our transfer agent, has been appointed to act as Inspector of Election at this meeting. Jackie is present and has subscribed to her oath of office. The preliminary report of the Inspector of Election provides that at least 64,800,000 shares or approximately 92% 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 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-K, which is on file with the SEC. 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, over to you.

Thank you. 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 voting section on 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 the 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 all eligible voters an opportunity to participate, we will follow the procedures in the rules of conduct. During the conduct of the formal business of the meeting, questions from stockholders should pertain to the specific proposal then under consideration. As stated in the rules of conduct, we ask that each stockholder submit a maximum of 2 questions, and that each question is succinct and covers only one topic. If you want to ask a question, please submit your question in the Q&A field provided in the web portal. Any submission must also include the first and last name, or entity name if applicable, of the record holder making the submission. Thank you for your cooperation with these rules. Please remember that if you've already voted by Internet or telephone or has 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 present the proposals?

Thank you, Michael. Our first proposal to be voted upon is the election of 4 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 2024 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 as Directors: Emma Reeve, Michael Schmertzler, Mary Smith and Glenn D. Steele, Jr. No other nominations have been made according to the procedures provided by our bylaws. Accordingly, no further nominations are in order, and 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.

Our second proposal to be voted upon is the approval of an amendment to the company's restated certificate of incorporation to increase the number of authorized shares of common stock from 125 million shares to 250 million shares. The Board recommends the approval of this amendment as further explained in the proxy statement. 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.

Our third proposal to be voted upon is the approval of an amendment to the company's 2016 employee stock purchase plan to increase the number of shares of common stock authorized for issuance under the plan from 1 million shares to 2 million shares. The Board recommends the approval of this amendment, as further explained in the proxy statement. 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.

Our fourth proposal to be voted upon is the ratification of Ernst & Young LLP as PTC's independent registered public accounting firm for fiscal year 2021. The Board recommends the ratification, as further explained in the proxy statement. 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.

Our fifth proposal to be voted upon is the advisory vote to approve named executive officer compensation. The proxy statement for this meeting contains the text of the resolution that the Board is asking stockholders to approve. 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.

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 we're going to pause now for a moment, and it will be silence while we wait for that. [Voting]

I now declare the polls closed. The next item on the agenda is the preliminary report of the Inspector of Election of the results of this annual meeting. Mark, would you present the preliminary report of the Inspector, please?

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. Reeve, approximately 62.4 million shares; Mr. Schmertzler, approximately 61.5 million shares; Ms. Smith, approximately 62.5 million shares; Dr. Steele, approximately 62.3 million shares. The inspector has determined that an excess of the majority of shares entitled to vote at this annual meeting were cast in favor of the amendment of the company's restated certificate of incorporation to increase the number of authorized shares of common stock from 125 million shares to 250 million shares. Additionally, the Inspector has determined that an excess of the majority of shares voted were cast in favor of the amendment to the company's 2016 employee stock purchase plan to increase the number of shares of common stock authorized for issuance under the plan from 1 million shares to 2 million shares; the ratification of the appointment of Ernst & Young; and the advisory vote to improve (sic) [ approve ] executive compensation.

Thank you, Mark. Based upon the report of the Inspector of Election, I declare that Emma Reeve, Michael Schmertzler, Mary Smith and Glenn Steele, Jr. are elected Directors. An excess of the majority of the shares of common stock entitled to vote at this annual meeting have approved an amendment to the company's restated certificate of incorporation to increase the number of authorized shares of common stock from 125 million shares to 250 million shares. The amendment to the company's 2016 employee stock purchase plan to increase the number of authorized shares of common stock authorized for issuance under the plan for 1 million shares to 2 million shares is hereby effective; and that the appointment of Ernst & Young as PTC's independent registered public accounting firm for fiscal year 2021 is ratified. The Board -- there being no further business to come before the meeting, the formal part of this annual meeting is adjourned. Stuart, over to you. I guess we may have lost Stuart or we've lost me. Before we disconnect the meeting room, I'd like to give any stockholders present an opportunity to ask any questions related to our business. Avraham, have any additional questions been submitted?

There have been no additional questions submitted.

Stuart, are you back?

Yes. Thank you. Okay. So thank you all for the attendance for joining us at our 2021 Annual Meeting of Stockholders. Will the host please close the virtual platform?

Thank you, everyone, for attending our meeting today. The meeting has adjourned. You may now disconnect.