SWK Holdings Corporation (SWKH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of SWK Holdings Corporation. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Winston Black, Chairman and CEO of SWK Holdings Corporation. Mr. Black, the floor is yours.

Thank you, Alexis. Good morning, ladies and gentlemen. I'm Winston Black, Chairman of the Board and CEO of SWK Holdings Corporation, and I'd like to welcome you to the 2022 Annual Meeting of Stockholders. It is now 9 a.m., and I'd like to call this meeting to order. I'd like to begin by introducing certain representatives of the company who are in attendance to the meeting. First is David Earhart, our General Counsel and Secretary. Mr. Earhart will act as Secretary of the meeting. It is also my pleasure to introduce the members of our Board and senior management who have joined us today. Wendy DiCicco, Financial and Board Advisor to companies in the Life Sciences industry, often serving the role of interim Chief Financial Officer. Laurie Dotter, an investment advisory Board member for the employee retirement system in Texas. Ms. Dotter has served in executive leadership roles in several investment companies. Robert Hatcher, Executive Chairman of Avalon Advisors and previously served as the Chairman of the Finance Advisory Community for PTV Healthcare Capital and Pinto America Growth Fund. Marcus Pennington, a Director of investment professional of Carlson Capital. Charles Jacobson, our Chief Financial Officer and partner of CFGI. Yvette Heinrichson, our Chief Accounting Officer; and Jody Staggs, our Managing Director of Investments. This meeting is for the company's stockholders and guests. Each of you have registered through the webcast portal as you join the meeting. On the webcast dashboard, you can download the agenda for the meeting using the rules of conduct for the meeting. To conduct an orderly meeting, we request you abide by those rules. As stated in the Rules of Conduct, stockholders can make comments or ask questions during the meeting through the messaging icon on the webcast dashboard, which will be addressed during the question-and-answer session. If the Chairman or Secretary, I'd like to answer the question on the webcast, he will repeat the question for the webcast audience, and we'll address them. Thank you for your cooperation with these rules. I would now like to call on Mr. Earhart to present certain items in connection with the holding of this meeting.

Thank you, Mr. Chairman. The Board of Directors fixed July 7, 2022, as the record date for determining stockholders entitled to receive notice of and to vote at this meeting. A complete list of stockholders of the company entitled to vote at this meeting has been kept on file at the offices of our transfer agent and at the offices of the company, subject to inspection by stockholders. The notice of meeting and proxy statement and the 2022 annual report on Form 10-K and Form 10-K/A were mailed to stockholders of record beginning July 18, 2022. An affidavit as to the mailing of such material will be filed with and made a part of the minutes of this meeting. As stated in the notice, the purpose of this meeting are as follows: first, the election of Winston Black, Wendy DiCicco, Laurie Dotter, Robert Hatcher and Marcus Pennington as directors of the company to serve until our 2023 Annual Meeting of Stockholders and until their respective successors have been elected and qualified or until their earlier resignation, death or removal. Second, the ratification of the appointment of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2022. Third, to approve on an advisory basis the compensation paid to certain executive officers. Fourth, the approval on an advisory basis of the frequency of our future advisory votes on the compensation paid to certain executive officers. Fifth, an amendment to our certificate of incorporation to remove the limitation on stockholders calling special meetings of stockholders. Six, an amendment to our certificate of incorporation to update the exculpation provision and update and consolidate indemnification provisions. And seventh, an amendment to our certificate of incorporation to clarify, eliminate or update outdated provisions. You may also be asked to transact such other businesses may properly come before our annual meeting and any postponement or adjournment of our annual meeting by or at the direction of the company's Board of Directors. Yvette Heinrichson has been appointed as Inspector of Elections, and she has taken the oath of office, which will be filed with the minutes of this meeting. She has submitted a report as follows: there were outstanding on the record date a total of 12,839,065 shares of common stock. Holders of 93.8% of the outstanding shares are present in person or by proxy. Accordingly, Mr. Chairman, a quorum is present.

On the basis of the Secretary's report, the meeting is duly convened. We will now proceed with voting on the 7 items of business described in the proxy statement. The polls are now open. Persons who have not voted by proxy or who wish to change your vote from previously recorded, you can change your votes through the webcast portal. Mr. Earhart, would you please present the first item?

The first item of business today is the election of directors. All directors will be elected for service annually. Our entire board is comprised of 5 seats, and all 5 directors are up for election today. The Board of Directors has nominated Winston Black, Wendy DiCicco, Laurie Dotter, Robert Hatcher and Marcus Pennington for election as directors. Each to hold office for a term to expire at the 2023 Annual Meeting and until his or her successor has been elected and qualified. Information about the nominees is set forth beginning on Page 4 of the proxy statement. The nominees receiving the highest number of votes of shares present in person or by proxy at this meeting will be elected as directors.

Because the company did not receive notice of any additional nominations prior to the meeting as required by our bylaws, I declare the nominations closed. If any stockholder has questions or comments specifically relating to the election of directors or these nominees, please submit a question to the messaging icon and webcast dashboard to be recognized. If there's no further discussion, Mr. Earhart, please present the second item.

The next item of business is the proposal to ratify the Audit Committee's appointment of BPM LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2022.

Information regarding our auditors can be found beginning on Page 11 of the proxy statement. If any stockholder has questions or comments specifically relating to the appointment, please submit a question to the message icon on the webcast dashboard to be recognized. If there's further discussion, Mr. Earhart, please present the third item.

The next item of business is the proposal to approve on an advisory basis the compensation of certain executive officers.

Information regarding the compensation paid to our executives can be found beginning on Page 9 of the proxy statement. The Board recommends a vote for the proposal for the reasons set forth on Page 16 of the proxy statement. If any stockholder has questions or comments specifically relating to the advisory vote, please submit a question through the message icon on the webcast dashboard to be recognized. If there's no further discussion, Mr. Earhart, please present the fourth item.

The next item of business is the proposal which gives stockholders the opportunity to indicate how frequently we should seek an advisory vote on our executive compensation.

Information regarding the Board's recommendations can be found beginning on Page 17 of the proxy statement. The Board has determined that continuing to hold an advisory vote on executive compensation every year remains the most appropriate policy for us at this time. If any stockholder has questions or comments specifically relating to the advisory vote, please submit a question through the message icon or webcast dashboard to be recognized. If there's no further discussion, Mr. Earhart, please present the fifth item.