Quince Therapeutics, Inc. (QNCX) Earnings Call Transcript & Summary

Hello, and welcome to the 2024 Quince Therapeutics Annual Meeting of Stockholders. Please note that this meeting is being recorded, and a replay will be posted to the Investors Relations section of Quince's website. It is my pleasure to now turn the meeting over to Dirk Thye, the company's Chief Executive Officer, Chief Medical Officer, a member of the Board of Directors and Chair of the meeting. Dirk, the floor is yours.

[Audio Gap] to call to order this Annual Meeting of Stockholders of Quince Therapeutics, Inc. I would like to introduce several members of our management team who are joining me on this virtual meeting today. Charles Ryan, our President; Brendan Hannah, our Chief Operating Officer, Chief Business Officer, Chief Compliance Officer and Secretary, who is also acting as Secretary of the meeting; and Stacy Roughan, Quince's VP of Communications and Investor Relations. We also have several other members of our Board of Directors present today. Our Chairperson, David Lamond, Una Ryan, Margaret McLoughlin, June Bray and Chris Senner. Also with us today is Billy Kim, representing BDO USA, our independent registered public accountants and he is available to respond to appropriate questions. Lastly, also present is Gordon Ho, representing Cooley, our outside Corporate Counsel; and Jordan Hirsch representing Equiniti transfer agent services, acting as our Inspector of Elections. We will now conduct the formal part of the meeting, which includes voting on the proposals to be considered. The polls are now open. If you have not already voted, you may do so by clicking on the proxy voting site link on the left-hand panel of the screen. Voting procedures will be addressed in greater detail shortly. The annual meeting is being held in accordance with the company's bylaws and Delaware law. The items on the agenda for the formal meeting are: elect the Board of Directors, 3 Class II nominees for director to serve until the 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for Class II directors of the company are, I am one, Dirk Thye, David Lamond and Luca Benatti. Number two, approve an amendment per Quince's amended and restated certificate of a corporation to effect a reverse stock split of our issued and outstanding common stock at a ratio of 1 for 10 with such reverse stock split to be effected at such time and date, if at all, as determined by our Board of Directors in its sole discretion. Number three, ratify the selection of BDO USA P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2024. And number four, approve on an advisory basis the compensation of our named executive officers as disclosed in the proxy statement. After we vote on these matters, an announcement will be made regarding the preliminary results, and the formal meeting will be adjourned. Will the Secretary please report at this time with respect to the mailing of the notice of the meeting.

I have proved by affidavit certifying that notice of this meeting was duly given and that the notice of Annual Meeting of Stockholders was mailed on or about April 24, 2024, to all stockholders of record at the close of business on April 18, 2024, the record date for the meeting.

Thank you. We have appointed Jordan Hirsch, a representative of Equiniti transfer agent services to act as the Inspector of Elections for this annual meeting. The Inspector of Elections has signed an oath of office, which will be filed with the minutes of this meeting. Will the Secretary please report at this time with respect to the existence of a quorum?

The Inspector of Elections has advised me that we have a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with business.

Okay. I will now describe the voting procedures. Stockholders attending the meeting via Internet webcast may vote their shares in real time until the polls are closed. The votes cast today will be counted in the final tally along with the proxies previously received. The Inspector of Elections will provide the preliminary results of voting at the end of the meeting. If anyone has a question regarding voting procedures, please submit the question by clicking on the messaging icon at the top of the left side of your screen, type your question into the text box and then hit the send icon at the right of that text box. The polls for each matter to be voted on at this meeting are open. Any stockholder who hasn't voted or wishes to change his or her vote may do so by clicking the proxy voting site link on the left side of your screen. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not take any -- do not need to take any further action. We have 4 proposals from the company properly before the meeting. Detailed information concerning these proposals is in the proxy statement sent or made available to Quince's -- or made available to Quince's stockholders. At this time, I'd like to ask whether there are any questions concerning the 4 proposals.

Dirk, I see no questions pertaining to the 4 proposals. Please proceed with the meeting.

Okay. At this point, the polls are about to close. If you have not yet voted, please do so immediately. [Voting]

It is now 10:06 on June 5, 2024, and the polls for each matter to be voted on at this meeting are now closed. No additional online ballots, proxies or votes or changes or revocations will be accepted. The proxies and online ballots will be tabulated by the Inspector of Elections. At this time, based upon preliminary information provided by the Inspector of Elections, I can report that myself, Dirk Thye, David Lamond and Luca Benatti have been elected as Class II directors to serve until our 2027 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Number two, the amendment to our amended and restated certificate of incorporation that allows us to affect our reverse stock split of our issued and outstanding common stock at a ratio of 1 for 10 has been approved. Number three, the selection of BDO USA as our independent auditor for the fiscal year ending December 31, 2024, has been ratified. And number four, the compensation of Quince's named executive officers as disclosed in the proxy statement has been approved on an advisory basis. These are the preliminary results of voting. The final results will be reported on our current report form on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. And with that, the Annual Meeting of Stockholders is now adjourned. Thank you for your attendance and your continued support of Quince Therapeutics.