Sutro Biopharma, Inc. (STRO) Earnings Call Transcript & Summary

June 5, 2020

NASDAQ US Health Care shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, ladies and gentlemen, and welcome to your Sutro Biopharma Conference Call. At this time, it is my pleasure to turn the floor over to your host, Bill Newell, CEO of Sutro Biopharma. Sir, the floor is yours.

William Newell

executive
#2

Thank you, Taren. Good morning, ladies and gentlemen. I am Bill Newell, CEO of Sutro Biopharma, Inc. It is a pleasure to welcome you to our annual meeting of stockholders, and the meeting is now called to order. I would also like to introduce the following members of the Board of Directors who have joined with us this morning: Michael Dybbs; John Freund; Joseph Lobacki; Connie Matsui, Board Chair; James Panek; Dan Petree; and Shalini Sharp. I would also like to introduce our Chief Financial Officer, Edward Albini; and our Chief Scientific Officer, Trevor Hallam; as well as our Chief People and Communications Officer, Linda Fitzpatrick, all of whom are with us this morning. Lou Larsen from L-SQUARED ELECTIONS, LLC will be acting as inspector of elections for this meeting and I will serve as Chairman. I also want to introduce Amanda Rose, of Fenwick & West LLP, the company's legal counsel, who will also act as secretary of the meeting and keep the minutes. Additionally, I want to introduce Joe Muscat and Rob Birch of Ernst & Young LLP, our independent registered public accountants. We will now conduct the formal business of the meeting. April 13, 2020 was fixed by the Board of Directors as the record date for proposals to be voted on at this meeting. Only holders of the company's common stock as of the close of business on the record date are entitled to receive notice of and to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions attesting that a notice of meeting, together with a proxy statement and proxy, were mailed on or about April 24, 2020 to each holder of the company's common stock as of the close of business on the record date. The affidavit of mailing of the notice will be attached to the minutes of this meeting. A certified list of the holders of the issued and outstanding shares of common stock of the company, as of the close of business on the record date, is available by clicking the link in the lower right-hand corner of your screen. This list will be available for inspection during this meeting by any stockholder. This list will be filed with the records of the company. Broadridge Financial Solutions has examined the proxies received and reports that 16,676,441 shares, or 71.79% of the total shares of common stock of Sutro Biopharma entitled to vote, are represented by proxies or in person at this meeting. A majority of the votes entitled to be cast are represented at this meeting, either in person or by proxy. A quorum is therefore present, and the meeting may now proceed. I will now review the agenda and voting procedures. We have 2 proposals on which stockholders will be voting. Proposal #1 is the election of 3 Class II directors each to serve a 3-year term, which will expire at the 2023 Annual Meeting of Stockholders. And Proposal #2 is the ratification of the appointment of our independent registered public accounting firm. If you have previously returned a proxy or voted by phone or through the Internet and do not wish to vote your proxy or change your vote, then you do not need to vote at this meeting. Your vote has already been included in the proxy count. If you did not return a proxy or wish to change your vote, you may submit a completed ballot by clicking the vote button in the lower right-hand corner of your screen. We will give you time to submit your ballots, if necessary, once we open the poll shortly. Proposal #1 is the nomination and election of 3 Class II directors. The Board of Directors has nominated each of William J. Newell, Connie Matsui and James Panek, be elected as directors of the company for the next 3 years and until his or her successor is duly elected and qualified. Our bylaws require that a stockholder provide advanced notice of their intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for Director closed. Proposal #2 is to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. Because no further business is scheduled to come before the stockholders, it is now approximately 10:12 Pacific time on June 5, 2020, and the polls are now open. If you did not return a proxy or wish to change your vote, you may submit a completed ballot by clicking the vote button in the lower right-hand corner of your screen. [Voting]

William Newell

executive
#3

It is now approximately 10:13 a.m. Pacific time on June 5, 2020, and I declare the polls for each matter voted upon at this meeting closed. The vote required for Proposal #1 to elect the Class II directors is a plurality of the votes passed, which means that the 3 individuals nominated for election to the Board of Directors at the meeting receiving the most affirmative "for" votes of the shares present or represented at this meeting will be elected. Each of the nominees has been elected. Liam J. Newell, Connie Matsui and James Panek are the 3 individuals who receive the most votes of shares present and entitled to vote. The vote required to approve Proposal #2 to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, is an affirmative "for" vote of the majority of the shares present or represented at this meeting. Ernst & Young LLP has been ratified as Sutro Biopharma's independent registered public accounting firm for the fiscal year ending December 31, 2020 by the requisite majority. This concludes the business portion of the meeting. There being no other business to conduct, I hereby declare the business portion of the meeting adjourned. At this time, we would like to answer any questions from our stockholders. Please feel free to type your question in the text box entitled Questions in the lower left-hand corner of your screen and to specify to whom of the company's management team or to our accountants the question is directed. Are there any questions? I see no questions. Therefore, there being no questions, I hereby declare the meeting adjourned. I'd like to thank you all very much for attending our annual meeting of stockholders, and have a good day. Taren, with that concludes our meeting.

Operator

operator
#4

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.

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