Pulse Biosciences, Inc. (PLSE) Earnings Call Transcript & Summary

May 14, 2020

NASDAQ US Health Care Health Care Equipment and Supplies shareholder_meeting 10 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, ladies and gentlemen, and welcome to Pulse Biosciences' 2020 Annual Meeting of Stockholders. At this time, it is my pleasure to turn the floor over to your host, Mr. Darrin Uecker, Chief Executive Officer and President. Sir, the floor is yours.

Darrin Uecker

executive
#2

Thank you, operator. Good morning, ladies and gentlemen. I'm Darrin R. Uecker, Chief Executive Officer and President of Pulse Biosciences. And as the chairperson of this meeting, it is a pleasure to welcome you to Pulse Biosciences' annual meeting of stockholders. I've asked Sandra Gardiner, our Chief Financial Officer and Corporate Secretary, to act as secretary of this meeting and record the minutes. This year, we are holding a virtual annual meeting of stockholders. We're holding a virtual meeting this year because of the public health risks associated with gathering our management, directors and stockholders for an in-person meeting during the coronavirus, or COVID-19, pandemic. We believe in engaging with our stockholders and maximizing their ability to meaningfully engage with us. And next year, I hope we can do what we have done in past years, which is to invite stockholders into our headquarters for our annual meeting, so they can talk to our management team and get a firsthand look at our products and technology. Today, we are pleased that our stockholders, no matter where they are located in the world, can participate in the meeting in a virtual format. Before proceeding further, let me introduce the other directors and director nominees of the company who are in attendance: Kenneth A. Clark; Robert W. Duggan; Mitchell E. Levinson; Manmeet S. Soni; Mahkam Zanganeh. I would also like to introduce the members of company management who are in attendance: Sandra A. Gardiner, Chief Financial Officer, Executive Vice President of Finance and Administration, Secretary and Treasurer; Richard Nuccitelli, Chief Science Officer; Ed Ebbers, Executive Vice President and General Manager of Dermatology; Holly Hartman, Vice President, Business Development and Corporate Strategy; William Knape, Vice President, Clinical, Regulatory and Quality; Edison Manuel, Vice President, Operations; Patty Perla, Vice President, Human Resources. Also with us today are Kevin Dueck, representing Deloitte & Touche LLP, our independent public accounting firm; Andrew Hoffman, representing Wilson Sonsini Goodrich & Rosati, PC, our outside corporate counsel. Catherine Wheaton, representing Broadridge Financial Solutions, Inc., our transfer agent, who is also serving as our inspector of election. I will now turn the meeting over to Sandra Gardiner, our Secretary, who will conduct the formal portion of the meeting.

Sandra Gardiner

executive
#3

Good morning, and again, welcome to our 2020 annual meeting. The meeting is being held virtually in accordance with the company's bylaws and Delaware law. The annual meeting is being held for the following purposes: #1, to elect 6 directors from the nominees named in the accompanying proxy statement to hold office until our 2021 annual meeting of stockholders and until their successors are duly elected and qualified subject to earlier resignation or removal; #2, to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ended December 31, 2020; and #3, to transact such other business as may properly come before the annual meeting or any adjournments or postponements thereof. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules. During the formal meeting, we will address the matters described in the proxy statement, which was first made available to all of our stockholders on or about April 16, 2020, and is available on our website and the SEC's website. We will then notify you when the voting polls are open. After the voting polls are open, you may vote your shares online any time during the meeting prior to the closing of the polls. If you have already submitted a proxy to vote your shares, you do not need to submit an online ballot unless you want to change your vote. Your vote will be counted. Once the polls are closed, we will announce the preliminary results of the voting, and then the formal meeting will be adjourned. After we complete the formal meeting, there will be an opportunity for stockholders to ask questions regarding the company. There is a text box on your screen where you can submit your questions at any time during the meeting prior to the end of the Q&A session. We will try to answer as many questions as we have time for, but we may not be able to answer all questions submitted. I have proof by affidavit that notice of this meeting has been duly given and that the notice of annual meeting of stockholders, proxy statement and proxy were mailed on or about April 16, 2020, to stockholders of record on April 8, 2020, the record date for the meeting. We have appointed Catherine Wheaton, a representative of Broadridge Financial Solutions, Inc., to act as inspector of election for this annual meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have present, virtually or by proxy, a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with business. It is now 8:07 a.m. Pacific Time on May 14, 2020, and the polls for each matter to be voted on at this meeting are now open. The first item of business is the election of directors. Our Board of Directors presently has 6 members. As indicated in our proxy statement, Kenneth A. Clark, Robert W. Duggan, Mitchell E. Levinson, Manmeet S. Soni, Darrin R. Uecker and Mahkam Zanganeh are nominated by the Board of Directors to serve as directors until the annual meeting of stockholders in 2021. Each of these nominees is currently serving as a member of our Board of Directors. The Board of Directors recommends that the stockholders vote in favor of these nominees, and the proxies posted by the Board will be voted in favor of these nominees. The second item of business is to ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for our fiscal year ended December 31, 2020. If the stockholders do not ratify the selection of Deloitte & Touche LLP as our independent auditor, the Board may reconsider the appointment. The Board of Directors recommends that stockholders vote in favor of this proposal, and the proxy solicited by the Board will be voted in favor of this proposal. It is now 8:08 a.m. Pacific Time, on May 14, 2020, and the polls for each matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. The proxies and the ballots previously submitted have been tabulated by the inspector of election and I have the preliminary voting results. Any votes cast today, including those submitted electronically during the meeting will be counted in the final tally. Regarding Proposal 1, the election of directors, all 6 nominees were elected to the Board. Regarding Proposal #2, the appointment of Deloitte & Touche LLP to serve as our independent auditor for the fiscal year ended December 31, 2020, has been ratified. These are preliminary results of voting. The final count may vary following final examination of the proxies and ballots. 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. The final results will also be reported in our filings with the Securities and Exchange Commission. This annual meeting of stockholders is now adjourned. Thank you for your attendance. We will now proceed with the question-and-answer period from our stockholders. As a reminder, we may make forward-looking statements during this meeting and in the comments in Q&A that follow. Actual results may differ from these statements. I refer you to the documents that the company files from time to time with the Securities and Exchange Commission, and in particular, the company's last filed quarterly report on Form 10-Q as filed with the SEC on May 11, 2020. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. Operator, we would now like to open the call for questions.

Darrin Uecker

executive
#4

Thank you, operator. There are no questions today from our stockholders. I want to thank all of you for attending today's meeting and for the interest you have shown in Pulse Biosciences. We very much appreciate your attendance. And as always, thank you for your support.

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