Theratechnologies Inc. (TH) Earnings Call Transcript & Summary

Good morning, everyone, and welcome to the Annual Meeting of Shareholders of Theratechnologies. [Foreign Language] My name is Dawn Svoronos, and I'm the Chair of the Board of Theratechnologies. I'll be presiding over the meeting today. The following persons of the corporation are also present at the meeting: Paul Lévesque, President and CEO of Theratechnologies; Philippe Dubuc, Senior Vice President and Chief Financial Officer; Jocelyn Lafond, General Counsel and Corporate Secretary. Also with me today are Christian Marsolais, Senior President and Chief Medical Officer; and John Leasure, Global Commercial Officer. [Foreign Language] This meeting is being held virtually via a live audio video webcast. Here are a few guidelines for the orderly conduct of the meeting. First, the meeting will be conducted in English, given that a large amount of U.S. shareholders have logged into the meeting. During the question period, we will be answering questions in the language they are asked in. Second, voting on all matters by registered shareholders and duly appointed proxyholders will be conducted by electronic ballot. If you have already voted using the proxy form or a voting information form, then no further action is required on your part. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. The poll will be open for all motions and resolutions at the same time. This will allow you to choose to vote on each motion and resolution immediately or to wait until the conclusion of discussion prior to casting your vote. Once discussion on all items of business has concluded, we'll give you a minute and to record your vote on the online platform in case you have not already done so and then declare voting closed on all resolutions. Once the electronic balloting closes, your votes will be automatically submitted. Questions may be submitted at any time by registered shareholders, duly appointed proxyholders or guests throughout the meeting using the instant messaging service of the virtual interface. Please note that there will be a slight delay in the publication of the communications received. We will try to answer as many questions as possible during the question period at the end of the meeting. Questions regarding procedural matters or directly related to a specific motion will be addressed during the meeting. Results of the votes on each business item will be compiled by the scrutineers at the end of the meeting and will be communicated by press release after the meeting. The final voting results will also be filed on the SEDAR and EDGAR websites. We will now proceed with the formal portion of today's meeting. To expedite the formal part of the meeting, I will move the motions and Philippe Dubuc will second them. I confirm that we are both shareholders of the corporation. I now declare the polls open on all resolutions. I now ask that the Annual General Meeting of Shareholders of the corporation comes to order. I appoint Jocelyn Lafond as Secretary of the meeting. For the purposes of this meeting, I appoint Computershare Trust Company of Canada through its representatives as scrutineers to compute the votes on any polls taken at this meeting and to report thereon to the Secretary of the meeting. The purposes of today's meeting are set out in the management proxy circular of the corporation dated April 6, 2023. I have been advised that the notice of meeting, the management proxy circular and the form of proxy or voting instruction form as applicable were mailed to shareholders on or around April 12, 2023, and that the audited consolidated financial statements of the corporation for the fiscal year ended November 30, 2022, and the related MD&A were mailed to shareholders of the corporation who requested such statements and the related MD&A on or around March 10, 2023. Copies of the management proxy circular and other meeting materials are also available under the corporation's website and under the corporation's profile on the SEDAR and EDGAR websites. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of the notice of meeting. Proof of meeting -- proof of service of such mailing has been provided to me by the corporation's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting. I've been advised that persons representing more than 10% of the aggregate number of votes attached to all common shares for the meeting are present or duly represented by proxy at the meeting. And therefore, a quorum of shareholders of the corporation is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be annexed to the minutes of this meeting. I have read the minutes of last year's Annual Meeting of Shareholders, and I'm satisfied with their content. I propose a motion to exempt the Secretary of the corporation from reading last year's minutes and to adopt said minutes.

I second this motion.

The first item of business on the agenda for today's meeting is the receipt of the audited consolidated financial statements of the corporation as at and for the fiscal year ended November 30, 2022 and 2021, together with the auditor's report thereon. Copies of such documents have been mailed to the shareholders who requested such statements and are available on our website and under the corporation's profile on the SEDAR and EDGAR websites. I ask that the Secretary of the meeting table those documents in the record of the meeting. The next item of business is the election of directors. The number of directors to be elected at the meeting is set at 9, and each director will hold office until the close of business of the next Annual Meeting of Shareholders of the corporation following election or until his or her successor is elected or appointed. Each of the persons nominated has confirmed that he or she is prepared to serve as director. The nominees to act as directors of the corporation for the ensuing year are: Joseph Arena, Frank Holler, Gérald Lacoste, Paul Lévesque, Gary Littlejohn, Andrew Molson, Alain Trudeau, Dale Weil and myself, Dawn Svoronos. As explained in the management proxy circular, only the persons nominated in accordance with the corporation's advanced notice bylaw may be proposed for election at the meeting in this regard. I was informed before the meeting that no other nominations were received in accordance with the advance notice bylaw. To date, more than 50% of the common shares present or represented by proxy at the meeting have been voted for these nominees, and the percentage of vote received for each of them was collected by our transfer agent before the meeting. I propose a motion for the nomination of the following persons as directors of the corporation. And besides each name, I will give you a percent vote: Joseph Arena, 73.12%; Frank Holler, 72.89%; Gérald Lacoste, 58.15%; Paul Lévesque, 72.93%; Gary Littlejohn, 58.68%; Andrew Molson, 72.20%; Dale Weil, 70 -- sorry, Dale Weil, 72.20%; Alain Trudeau, 69.35%; myself, Dawn Svoronos, 71.81%.

I second this motion.

Thank you, Philippe. We'll move to the next item of business, while votes are being cast. The next item of business is the appointment of the auditors of the corporation for the ensuing year and the authorization that compensation for their services be determined by the Board of Directors of the corporation. The corporation recommends that KPMG, chartered professional accountants, be appointed as the auditors of the corporation for the current fiscal year. To date, more than 50% of the common shares present or represented by proxy at the meeting have been voted and 91.90% of those votes received before the meeting were cast for the appointment of KPMG as auditors of the corporation and to authorize the directors to set their compensation. I propose a motion for the appointment of KPMG as auditors of the corporation and to authorize the directors to set their compensation.

I second this motion.

Thank you, Philippe. We'll move to the next item of business while votes are being cast. The final item of business is the passing of Resolution 2023-1, approving certain amendments to the corporation's share option plan. The reasons leading up to these amendments are mentioned in the management proxy circular, and the full text of Resolution 2023-1 is attached to the management proxy circular. The corporation recommends the passing of Resolution 2023-1. To date, more than 50% of the common shares present or represented by proxy at the meeting have been voted and 63.57% of those votes received before the meeting were cast for the passing of Resolution 2023-1. I propose a motion for the passing of Resolution 2023-1 and approve certain amendments -- approving certain amendments to the corporation's share option plan.

I second this motion.