Quantum-Si incorporated (QSI) Earnings Call Transcript & Summary

Greetings. Welcome to the Quantum-SI incorporated Annual Meeting. [Operator Instructions]. Please note, this conference is being recorded. I will now turn the conference over to your host, Jeff Hawkins, President and Chief Executive Officer at Quantum-SI.

Good afternoon, and welcome to the 2024 Annual Meeting of Stockholders of Quantum-SI incorporated. It is 12 p.m. Eastern Time, and I would like to call this meeting to order. I am Jeff Hawkins, President and Chief Executive Officer and a member of the Board of Directors of Quantum-SI. Today's meeting is a live audio webcast. We hope that this virtual meeting will maximize the participation of stockholders regardless of their location. Thank you very much to those who are participating in our meeting today. It gives me great pleasure to welcome you to this meeting. First, I would like to take this opportunity to welcome my fellow Quantum SI board members who are also in attendance today: Ruth Fattori, Scott Mendel and Jack Kenny. Now I would like to make some introductions of members of the executive team, and then I will describe the format of this meeting. The executive team is a small part of a much broader and very talented team moving Quantum-SI forward every day. Our people are wide Quantum-SI has made it so far so quickly and will be responsible for helping us to continue to fulfil our mission. I would like to introduce Jeff Keyes, our Chief Financial Officer and Treasurer; Grace Johnston, our Chief Commercial Officer; and Christian LaPointe, our General Counsel and Corporate Secretary. Part of the team is the outside professionals who support us. Michael Lombardo from Deloitte & Touche LLP, our independent auditors, is in attendance, and Anne Bruno from Mintz, our external legal counsel, is also here. In terms of the format of the meeting, Jeff and Christian will guide us through the formal part of the meeting. I have appointed Jeff to serve as Inspector of Elections at this meeting. And in that capacity, he will report on the results of the voting as tabulated by Broadridge Financial Solutions. Each of us looks forward to having the chance to answer any questions you may have. I will now turn the formal part of the meeting over to Jeff and Christian.

Thank you, Jeff. As Jeff stated, we will proceed with the formal business of the meeting and set forth in the proxy materials, including the notice of this meeting. The proxy materials, including the notice of this meeting was mailed on May 2, 2024, to stockholders of record as of April 29, 2024. The agenda for the being, as indicated in the notice and accompanying documents sent to you is to vote on the following proposals. First, to elect 9 directors to serve 1-year terms expiring in 2025. Second, to ratify the appointment of Deloitte & Touche as Quantum-SI's independent registered public accounting firm for the current fiscal year. Third, to approve by a nonbinding advisory vote, the compensation of our named executive officers. Fourth, to approve proposed amendments to our second amended and restated certificate of incorporation as amended to move the cap on the number of directors to serve on our Board of Directors and make related changes to the process for filling newly created directorships or Board vacancies. And fifth, to approve a proposed amendment to our second amended and restated certificate of incorporation, as amended, to add a provision with respect to the automatic conversion of our Class B common stock effective June 10, 2028, which is 7 years from the date of the closing of our business combination. We will now consider and call to vote each proposal in the same order. The proposals are described in detail in our proxy statement. The polls for each matter are open for voting and will remain open until we announce that the polls are closed, which will occur after we have read the description of all the proposals to be voted at this meeting or such earlier time as may be announced. No ballots or proxies or revocations thereof or changes thereto will be accepted after the polls are closed. The inspector of elections will announce the results of the voting at the end of the formal part of this meeting. Before we address the proposals to be voted on today, we'd like to point out that most stockholders have already cast their votes by completing proxy cards or by voting over the Internet. These votes have already been tabulated by Broadridge Financial Solutions. If you have not already cast your vote by completing and returning the proxy card or by voting over the Internet or if you'd like to change your vote, you may do so by filling out a voting ballot electronically this afternoon by clicking on the link provided online. We would now like to ascertain from the inspector of elections if a quorum is present for this meeting.

Thank you, Christian. The count of shares present immediately prior to the commencement of the meeting indicated that 81,698,789 shares of the company's common stock were present or represented by proxy, including 61,761,289 shares of the company's Class A common stock and 19,937,500 shares of the company's Class B common stock with each share of Class A common stock entitled to 1 vote and each share of Class B common stock entitled to 20 votes. This is approximately 88% of the outstanding total voting power of the shares of common stock of the company as of the record date. We, therefore, have a majority of the voting power of the outstanding shares of common stock represented at this meeting or through representation by proxy.

Thank you, Jeff. We therefore declare that a quorum exists. Let's now proceed to voting on each of the proposals. The first proposal is to elect each of Jonathan Rothberg, Jeffrey Hawkins, Paula Dowdy, Ruth Fattori, Amir Jafri, Jack Kenny, Brigid A. Makes, Scott Mendel and Kevin Rakin as directors for a term of 1 year to serve until the 2025 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Additional information about them is included in our proxy statement. We hereby declare that each nominee has been duly nominated and that Quantum-SI has not received notice of any other nominations as required under the company's bylaws. Accordingly, all nominations are closed. If you have not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder, who has already voted and does not want to change their vote, need not take any further action. The polls will be open for the next few minutes to vote on the election of directors as well as the next matters. After voting has been completed on all matters on the agenda, the votes will be counted. The second item on today's agenda is the ratification of the appointment by the Board of Directors of Deloitte & Touche as Quantum-SI's independent auditors for the current fiscal year. If you have not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholders who have already voted and do not want to change their vote, do not take any further action. The third item on today's agenda is the approval by a nonbinding advisory vote of the compensation of our named executive officers as disclosed in our proxy statement. If you have not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote, need not take any further action. The fourth item on today's agenda is the approval of the proposed amendments to our second amended and restated certificate of incorporation as amended to remove the cap on the number of Board of Directors and make related changes to the process by filling newly created directorships or Board vacancies. If you have not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote, need not take any further action. The fifth and final item on today's agenda is the approval of the proposed amendment to our second amended and restated certificate of incorporation as amended to add provision with respect to the automatic conversion of our Class B common stock effective June 10, 2028, which is 7 years from the date of the closing of our business combination. If you've not yet voted or wish to change your vote, you may do so now by clicking on the link provided online. Any stockholder who has already voted and does not want to change their vote, do not take any further action. This concludes the proposals to be voted at this annual meeting. Let's now turn to the results of the voting. We now declare that the polls are closed on each of proposal #1, proposal #2, proposal #3, proposal #4 and proposal #5. The inspector of elections will now give us a report of the polling results.

Thank you, Christian. We have completed a preliminary count of the ballots, and we will, of course, have those numbers outlined in a Form 8-K, which will be filed with the Securities and Exchange Commission no later than Tuesday, May 21, 2024. With respect to proposal #1, the election of directors, the requisite number of shares have been voted for Dr. Rothberg, Mr. Hawkins, Ms. Dowdy, Ms. Fattori, Mr. Jafri, Mr. Kenny, Mrs. Makes, Mr. Mendel and Mr. Rakin. With respect to proposal #2, the ratification of the appointment of Deloitte as our independent auditors, the requisite number of shares have been voted for this proposal. With respect to proposal #3, the approval by a nonbinding advisory vote of the compensation of our named executive officers, the requisite number of shares have been voted for this proposal. With respect to proposal #4, the approval of the proposed amendments to our second amended and restated certificate of incorporation as amended to remove the cap on the number of directors to serve on our Board of Directors and make related changes to the process for filling newly created directorships or Board vacancies, the requisite number of shares have been voted for this proposal. With respect to proposal #5, the approval of the proposed amendment to our second amended and restated certificate of incorporation, as amended, to add a provision with respect to the automatic conversion of our Class B common shares effective June 10, 2028, which is 7 years from the date of our closing of our business combination, the requisite number of shares have been voted for this proposal. That concludes my report as Inspector of Elections.

Thank you, Jeff. Because the affirmative vote of the holders of the requisite number of shares have been obtained on each proposal, we hereby declare that each proposal has been officially approved and ratified by the stockholders. Mr. Hawkins, there being no other business to conduct at this meeting, we are ready to declare the formal part of the meeting officially adjourned.