SenesTech, Inc. (SNES) Earnings Call Transcript & Summary

Good morning. My name is Ken Siegel and I'm the CEO of SenesTech. On behalf of our Chair and the Board of Directors, it's my pleasure to welcome you to our 2020 Annual Meeting of Stockholders. Because of the COVID-19 pandemic, we are holding this year's annual meeting virtually. I hope all of you are healthy and safe during this trying time and that we'll be able to meet in person again next year. We're happy to have you with us today even if it is in virtual format. This annual meeting will now come to order. I will be acting as the Chair of this meeting. Kim Wolin will serve as secretary of the meeting and record the proceedings. Present are our Board of Directors, including the nominees for election, Marc Dumont and Julia Williams. Present from the company are Tom Chesterman, Kim Wolin, Steve Krause, Paul Palz and Bill Baker. Present from Perkins Coie, our counsel, are Chris Hall and June Wang. Present from M&K, our auditors, are Jay Robbins and Stephanie [ Stratans ]. This meeting is being held pursuant to a notice of annual meeting of stockholders dated May 26, 2020. The notice enumerates the purposes of the meeting and the resolutions for stockholder consideration and vote. I have an affidavit from our transfer agent, Transfer Online, including or indicating that a notice of meeting and Internet availability was mailed to all stockholders of record on or about May 29, 2020. As of the close of business on the record date, May 13, 2020, there were 3,394,955 shares of our common stock outstanding. Now I hereby appoint Tom Chesterman as inspector of elections. Mr. Chesterman has signed an oath to act as inspector of elections, and this oath will be filed with the minutes of this meeting. Inspector of elections has advised us that a quorum is present at the meeting, so I declare the meeting duly and lawfully convened. The meeting is now open and ready for business. We will now proceed with the matters for formal vote. As a procedural matter, given that this is a virtual meeting, after I have introduced the items for vote, we will address any questions that have been submitted through the online portal. Mr. Chesterman will moderate the questions and our counsel from Perkins Coie will be available to address them. [Operator Instructions] With the virtual format, let me say a few words before I go through the business of the meeting. The polls are open for voting at any time. If you have already submitted your vote, there is no need to submit it again. If you have not or you wish to change your vote during the meeting, there is a link on your screen to do so. If you have provided your proxy card, your shares will be voted accordingly, so please do not vote through the online portal unless you want to change your proxy vote. If you have clicked the voting button on the online portal, please finish marking your choices and submit your vote. The purposes of the meeting are as follows: To elect Marc Dumont and Julia Williams as directors, each to serve for a 1-year term until the 2021 Annual Meeting of Stockholders. In the event that proposal #2 is not adopted by the company's stockholders at the annual meeting to elect Marc Dumont and Julia Williams as Class I directors, each to serve for a 3-year term until the 2023 Annual Meeting of Stockholders; to approve an amendment and restatement of the company's amended and restated certificate of incorporation to declassify the Board of Directors; to approve an amendment of the company's 2018 Equity Incentive Plan, which primarily increases the share -- increases the shares or increases the number of shares available under the 2018 plan by 800,000; to approve amendments to the charter to eliminate the supermajority voting requirements regarding amendment to certain provisions of the charter and affect other clarifications. To ratify the appointment of M&K CPAS, PLLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The foregoing items are more fully described in the proxy statement, which accompanied the notice of annual meeting of stockholders. There is no other business that has properly come before the meeting. That concludes the presentation of matters to be voted on today. Tom, do we have any questions submitted on the matters at hand?

We do not have any questions submitted.

Thanks, Tom. To reiterate, if you have already submitted your vote, there is no need to submit it again. If you have not or you wish to change your vote during the meeting, there's a link on your screen to do so. Now I'm going to pause for a moment so that the inspector of election can tally the votes. [Voting]

As the proxy agents have submitted their proxy ballots to the inspector of elections, I now declare the polls closed. That concludes the voting. Tom, will you please announce the results of the stockholders vote?

Yes. Marc Dumont and Julia Williams have been elected as directors, each to serve for a 3-year term until the 2023 Annual Meeting of Stockholders. An amendment and restatement of the company's amended and restated charter -- certificate of incorporation to declassify the Board of Directors has not been approved. An amendment of the company's 2018 Equity Incentive Plan, which primarily increases the shares -- number of shares available under the 2018 plan by 800,000 has been approved. Amendments to the charter to eliminate the supermajority voting requirement regarding amendment to certain provisions of the charter and effect has not been approved. The appointment of M&K CPAS, PLLC as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified.

Thanks, Tom. I hereby request the final report of the inspectors of election be filed with the minutes of this meeting. You've now heard the results of the voting, and we are not in receipt of any additional business items submitted in accordance with our bylaws. Therefore, this completes the business to be conducted at the meeting. I hereby declare this meeting adjourned. Again, I'd like to take the opportunity to thank you for your attendance and interest and look forward to hopefully seeing you all in person next year. Thanks again.

This now concludes the meeting. Thank you for joining, and have a pleasant day.