TG Therapeutics, Inc. (TGTX) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the TG Therapeutics 2020 Annual Meeting of Stockholders. I would now like to hand the conference to your speaker today, Sean Power, please go ahead, sir.

Good morning. I'm Sean Power, Chief Financial Officer of TG Therapeutics, and will be presiding over today's meeting. In light of public health concerns due to COVID-19, we are broadcasting our meeting via live webcast. On behalf of our company, I want to welcome you to our 2020 Annual Meeting of Stockholders, which is now formally called to order. We are very pleased to have each of you in attendance at today's virtual meeting. Let me begin by introducing the directors of the company in attendance by means of remote communications. With us today are Michael Weiss, Laurence Charney, William Kennedy, Yann Echelard, Ken Hoberman, Daniel Hume and Dr. Sagar Lonial. Also virtually present here today is Michael Monahan of CohnReznick, our independent auditors for the year ending December 31, 2019, and Mark McElreath of Alston & Bird, our legal counsel, who will serve as Secretary and inspector of elections of the meeting. Our order of business this morning will be to introduce and act upon the matters of business described in the proxy statement for this 2020 Annual Meeting of Stockholders, collect the votes and then receive a report from the inspector of elections on the voting results. This brings us to the determination of a quorum. Our bylaws and Delaware law provide that the presence in person or by proxy of a majority of the shares of stock issued and outstanding on the record date constitutes a quorum. Mr. McElreath, do we have a quorum?

Yes, we do. A majority of the shares of stock issued and outstanding as of the record date, April 20, 2020, are represented at the meeting.

Thank you, Mark. We will proceed with voting on the matters described in the proxy statement to be acted upon at this meeting. All stockholders of record as of April 20, 2020, are entitled to vote at this virtual meeting. Any such stockholder who has not voted by proxy and now wants to vote or who has previously voted by proxy but now wants to change that vote, may do so now by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take further actions. The polls are now open for voting. There are 4 items of business to be voted on by the stockholders. The first item of business is the election of Michael S. Weiss, Laurence N. Charney, William J. Kennedy, Yann Echelard, Kenneth Hoberman, Daniel Hume and Dr. Sagar Lonial as Directors to hold office until the annual meeting in 2021 or until a respective successor has been elected and qualified. The second item of business is to ratify the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the 2020 fiscal year. The third item of business is to approve an amendment to our amended and restated 2012 incentive plan to increase the shares of common stock available for issuance under the plan by 8 million shares. The fourth item of business is a stockholder proposal to amend the company's articles and bylaws to require a majority vote in director elections, which I will now introduce on behalf of CalPERS. Resolved that the shareowners of TG Therapeutics, Inc., the company hereby request that the Board of Directors initiate the appropriate process to amend the company's articles of incorporation and/or bylaws to provide that directors shall be elected by the affirmative vote of the majority of votes cast at an annual meeting of shareowners in uncontested elections. A plurality vote standard, however, will apply to contested director elections, that is when the number of director nominees exceeds the number of board seats. Again, if any stockholder wishes to vote or to change your vote, please do so now by clicking on the voting button on the web portal. Please finish your voting now. [Voting]

Since there is no other business on today's agenda, we will proceed with the balloting on the foregoing items of business. I now declare the polls closed. I want to thank everyone for your participation. I'll now ask the inspector of election to report on the preliminary voting results.

Mr. Power, the preliminary results are as follows: One, each of the nominees for director have been approved. Two, the ratification of the appointment of CohnReznick LLP as the company's independent registered public accounting firm for the 2020 fiscal year has been approved. Three, the amendment to the company's amended and restated 2012 incentive plan to increase the shares of common stock available for issuance under the plan by 8 million shares has been approved. And four, the stockholder proposal to amend the articles of incorporation and bylaws to require a majority vote in director elections is not approved.

Thank you. That completes our formal business for today. The complete voting results will be contained in a Form 8-K that will be filed with the SEC within 4 days following this meeting. The 8-K will also be available on our website promptly after it is filed. I now declare the 2020 Annual Meeting of Stockholders adjourned. On behalf of our company, I would like to thank each of you for your attendance and your support of TG Therapeutics.