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

Hello, and welcome to the 2025 Quince Therapeutics Annual Meeting of Stockholders. Please note that this meeting is being recorded, and a replay will be posted to the Investor 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.

Thank you, and good morning or good afternoon to everyone. It's a pleasure to welcome you to Quince's Annual Meeting of Stockholders. Thank you for joining us today live via our Internet webcast. It's 10 a.m. Pacific Time and time to call to order this Annual Meeting of Stockholders of Quince Therapeutics. I'd like to introduce several members of our management team who are joining me today in this virtual meeting: 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 have several other members of our Board of Directors present today, our Chairperson, David Lamond, Una Ryan, Margaret McLoughlin and June Bray. Also with us today is Dan Harris, representing BDO P.C., our independent registered public accountants, and he is available to respond to appropriate questions. Lastly, also present is Dan Lyman, representing Dorsey & Whitney LLP, 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: number one, elect the Board of Directors, 3 Class III nominees for director to serve until the 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees for Class III directors of the company are June Bray, Christopher Senner; and Rajiv Patni. Number two, approve an amendment to Quince's amended and restated certificate of incorporation to increase the total number of authorized shares of our common stock from 100 million to 250 million shares. Number three, approve an amendment to Quince's amended and restated certificate of incorporation to effect a reverse stock split of our issued and outstanding common stock at a ratio of one-for-ten 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 four, ratify the selection of BDO USA P.C. as our independent registered public accounting firm for the fiscal year ending December 31, 2025. And lastly, number five, 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 approved by affidavit certifying that notice of this meeting was duly given and that notice of Annual Meeting of Stockholders was mailed on or about April 23, 2025, to all stockholders of record at the close of business on April 16, 2025, the record date for the meeting.

We have appointed Jordan Hirsch, a representative of Equiniti Transfer Agent Services to act as 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.

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 left side of your screen, type your question into the text box and then click 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 are voted via telephone or Internet and do not want to change their vote do not need to take any further action. We have 5 proposals from the company properly before the meeting. Detailed information concerning these proposals is in the proxy statement sent or made available to Quince stockholders. At this time, I'd like to ask whether there are any questions concerning the 5 proposals?

Dirk, I see no questions pertaining to the 5 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 4, 2025, and the polls for each matter to be voted on at this meeting are now closed. No additional online ballots, proxies or votes and no 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 June Bray, Chris Senner and Rajiv Patni have been elected as Class III directors to serve until our 2028 Annual Meeting of Stockholders and until their successors are duly elected and qualified. Number two, the amendment to Quince's amended and restated certificate of incorporation to increase the total number of authorized shares of its common stock from 100 million to 250 million shares has been approved. Number three, the amendment to our amended and restated certificate of incorporation that allows us to effect a reverse stock split of our issued and outstanding common stock at a ratio of one-for-ten at such time and date, if at all, as determined by our Board of Directors in its sole discretion, has been approved. Number four, the selection of BDO USA P.C. as our independent auditor for the fiscal year ending December 31, 2025, has been ratified. And number five, 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 a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. With that, this Annual Meeting of Stockholders is now adjourned. Thank you for your attendance and for your continued support of Quince Therapeutics.