Sage Therapeutics, Inc. (SAGE) Earnings Call Transcript & Summary

Good morning, everyone. We're going to get started. My name is Anne Marie Cook, Senior Vice President, General Counsel and Secretary of Sage Therapeutics. It's my pleasure to welcome you to our 2020 Annual Meeting of Stockholders, which is being held virtually this year via the Internet. We have stockholders attending today via the web portal and the 800 number -- and via the 800 number that we have provided. Also present today virtually are our directors, including our CEO, Jeff Jonas, and our other executive officers. The purpose of this meeting is to take action on the matters described in our Proxy Statement. Jeff Jonas and other members of the leadership team will be giving a business update and a broader perspective at the Goldman Sachs 41st Annual Global Healthcare Conference tomorrow at 3:00 Eastern time. A live webcast of the presentation can be accessed on the Investor page of Sage's website at investor.sagerx.com. As always, if stockholders have any questions about the business, please call Jeff Boyle of Sage Investor Relations at [email protected]. Today, we'll be focusing on the agenda items in the Proxy Statement. The meeting is now called to order, and I will record the minutes. A couple of housekeeping notes. Today at this meeting, our independent auditors, PricewaterhouseCoopers, are represented by Jeff Hemman. [ Jennifer Borden ], representing Broadridge Financial Services, has been appointed to act as Inspector of Election for this meeting, and she will tabulate the results of the voting. She has signed the Oath of Inspector of Election which will be filed with the minutes of this meeting. Please note that the meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. Now let's proceed to the formal business of this meeting. I will take us through the vote. This meeting is being held in accordance with the company's bylaws and Delaware law. The matters to be considered at this meeting are described in our Notice and Proxy Statement, a copy of which was made available on or about April 29, 2020, to all of our stockholders of record at the close of business on April 13, 2020, the record date for this meeting. A record of stockholders as of that date has been available for inspection by any stockholder ahead of this meeting. The Inspector of Elections has informed us that more than a majority of the shares of common stock entitled to vote at this meeting are represented, and therefore, a quorum is present. We will now proceed to transact the business for which this meeting has been called. Given the purpose of this meeting, any question should be directed -- directly related to the proposals under consideration. The polls for each matter to be voted on at this Annual Meeting are now open. Our first item of business is the Election of Directors. At this meeting, we will be voting on 2 nominees for Class III directors to serve for a 3-year term ending at the 2023 Annual Meeting, all is set forth in the Proxy Statement. Based on the recommendation of the Nominating and Corporate Governance Committee of the Board, our Board has nominated Mr. Mike Cola and Dr. Jeffrey Jonas for election as directors to serve for a 3-year term ending at the 2023 Annual Meeting or until their successors are elected and qualified. Each of the nominees is a current member of our Board and is consented to serve if elected. For Proposal 1, the 2 nominees receiving the plurality of votes properly cast will be elected as directors. The second item of business is the ratification of the appointment of PricewaterhouseCoopers as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee annually reviews the independent registered public accounting firm's independence, including reviewing all relationships between the independent registered public accounting firm and us, and any disclosed relationships for services that may impact the objectivity and independence of the accounting firm and their performance. For Proposal 2, a majority of the votes properly cast is required in order to ratify the appointment of PwC. In the event that a majority of votes properly cast do not ratify the appointment of PwC, the Board will review its future appointment of PwC. The third item of business is a nonbinding advisory vote to approve the compensation paid to our named executive officers. For Proposal 3, as the vote is advisory, it will not be binding upon our Board, and our Board will not be required to take action as a result of the outcome of the vote. However, our Board will carefully consider the outcome of the vote when considering future executive compensation policies and decisions. Are there any questions concerning any of the proposals? If so, please enter the question on the web portal. Only validated stockholders may ask questions in the designated field on the web portal. So there don't appear to be any questions, so we'll proceed with the vote. Stockholders who have sent in proxies or already otherwise voted and do not wish to change their vote do not need to take any further action. Stockholders who haven't yet voted or wish to change their vote may do so by clicking on the Voting button on the web portal and following the instructions there. You must vote now in order for your vote to be counted. We will not accept proxies or votes or any changes or revocations submitted after the closing of the poll. [Voting]

Okay. The polls for each matter to be voted on at this meeting are now closed. Our Inspector of Election will tabulate the results. The inspection -- Inspector of Election has provided the results of the vote on each matter. With regard to Proposal 1, the 2 nominees received the plurality of votes entitled to vote and cast. Mr. Cola and Dr. Jonas have been reelected to the Board. Congratulations to Mike and Jeff. With regard to Proposal 2, a majority of the votes properly cast have been voted in favor of the ratification of PricewaterhouseCoopers as the company's independent registered accounting firm for the fiscal year ending December 31, 2020. Congratulations to PwC. With regard to Proposal 3, a majority of the votes properly cast has been voted in favor of approving the compensation paid to our named executive officers. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the final report of the Inspector of Elections and will be included in the minutes of the meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration in this meeting, I hereby adjourn the meeting. If any stockholder -- if stockholders have any questions, please contact Jeff Boyle of Sage Investor Relations at [email protected]. Thank you for attending this meeting. And as I mentioned, we'll be giving a business update at the Goldman Sachs conference tomorrow, which is webcast via our home page at investor.sagerx.com. And thank you, everyone.

Thank you, ladies and gentlemen. This does conclude today's teleconference. We thank you for your participation. You may disconnect your lines at this time, and have a great day.