Theravance Biopharma, Inc. (TBPH) Earnings Call Transcript & Summary

Good afternoon, and welcome to the Theravance Biopharma 2021 Annual General Meeting of Shareholders. It's now 3:31 Irish Standard Time, and the meeting will please come to order. My name is Rick Winningham, and as Chairman of the Board and Chief Executive Officer of Theravance Biopharma, I will be presiding over this meeting. I'd like to introduce the directors who are present today by telephone: Bob Gunderson, Burton Malkiel, Dean Mitchell, Susan Molineaux, Donal O'Connor, Deepa Pakianathan, Laurie Smaldone Alsup, George Whitesides, Bill Young and Eran Broshy. Also present today -- and George, yes, George Whitesides. Also present today is Ann Brady, President, Theravance Biopharma Ireland Limited; and also present today by telephone are Richard Ramko from Ernst & Young LLP, the company's independent public accounting firm; Judy To from Ernst & Young LLP, the company's independent public accounting firm; Andrew Hindman, Senior Vice President and Chief Financial Officer; Brad Shafer, Executive Vice President and General Counsel; Brett Grimaud, Vice President and Assistant General Counsel; Corinna Liebowitz, Senior Director and Senior Counsel; and David Young from Gunderson Dettmer, the company's outside counsel. I will now take us through the formal business of the meeting. We've adopted an agenda for our meeting this morning, along with the rules for the conduct of the meeting. If you did not receive copies of the agenda and the rules as you entered the meeting, they are available at the entrance. In accordance with the agenda, we will proceed as follows. First, I will conduct the official business of the 2021 Annual Meeting. And during this portion of the meeting, all discussion will be limited to the official business at hand. We will follow the order of business as listed in the proxy statement, and the actual vote on each item will be deferred until all the matters to be acted upon have been discussed. We have an affidavit from the company's transfer agent certifying that commencing on March 25, 2021, each shareholder of record was mailed an official notice of this meeting and together with a proxy statement, proxy card and our annual report on Form 10-K. A list of our shareholders entitled to vote at this meeting has been available at the company's U.S. headquarters for the past 10 days and may be inspected at this meeting by any shareholder entitled to vote. According to the reports of the transfer agents for our ordinary shares, 62,560,725 shares or 95.93% of the total number of shares entitled to vote at this meeting are represented by proxies held by me. Therefore, a quorum is present, and this meeting may now proceed with its business. As authorized by the Board of Directors, I have appointed Brad Shafer to serve as inspector of elections, and he will tabulate voting results. We will consider 3 business items presented in the proxy statement. The participation in the discussion of these matters is limited to the shareholders of record and their proxies. The first matter to be voted upon is the election of 3 nominees as Class 1 directors for a term expiring in 2024. On behalf of the Board of Directors, I hereby nominate the following persons to be elected as Class 1 directors to serve until 2024 Annual Meeting and until such director's successor has been duly elected and qualified: Eran Broshy, Laurie Smaldone Alsup and Burton G. Malkiel. The full text of the resolutions proposed to be adopted are as follows: resolved as an ordinary resolution that Eran Broshy be appointed as a director of the company to hold office as a Class 1 director in accordance with the amended and restated memorandum and articles of association of the company; resolved as an ordinary resolution that Laurie Smaldone Alsup be appointed as a director of the company to hold office as a Class 1 director in accordance with the amended and restated memorandum and the articles of the association of the company; resolved as an ordinary resolution that Burton G. Malkiel be appointed as a Director of the company and to hold office as a Class 1 director in accordance with the amended and restated memorandum and articles of the association of the company. On behalf of the Board of Directors, I move that these directors be elected and the resolutions be adopted. May I have a second? Mr. Hindman?

I second the motion.

Mr. Hindman has seconded the motion. And since no other nominations were received in a timely manner, the nominations are closed. Is there any discussion regarding these resolutions or nominees to the Board of Directors? Seeing none. The second order of business of -- concerns a nonbinding proposal to ratify the appointment of Deepika R. Pakianathan to serve as a Class 3 member of the Board of Directors until the Annual General Meeting held in 2023 and until her successor is duly elected and qualified. The full text of the resolution proposed to be adopted is as follows: resolved as an ordinary resolution that the appointment of Deepika R. Pakianathan, PhD, as director of the company to hold office as a Class 3 director in accordance with the amended and restated memorandum and articles of association of the company be confirmed, ratified and approved in all respects. On behalf of the Board of Directors, I move that this proposal be approved and resolution to be adopted. May I have a second of that motion? Mr. Hindmand?

I second the motion.

Mr. Hindman has seconded the motion. Is there any discussion of the proposal? Seeing no discussion of the proposal. The third and final order of business concerns the proposal to ratify the selection of the company's independent registered public accounting firm. The Audit Committee of the Board of Directors has selected Ernst & Young LLP as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2021. The full text of the resolution proposed to be adopted is as follows: resolved as an ordinary resolution that the appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the year ending December 31, 2021, be confirmed, ratified and approved in all respects. On behalf of the Board of Directors, I move that this proposal to be ratified and the resolution be adopted. May I have a second of that motion. Mr. Hindman?

I second the motion.

Mr. Hindman has seconded the motion. Is there any discussion of the proposal? Seeing no discussion of the proposal and since no other proposals for business to be transacted at this meeting were received in a timely manner, the polls are now open for voting on each of the previously discussed proposals. If you have not submitted a proxy or present in person and you wish to vote in person or if you are present in person or would like to change your vote, please raise your hand so that we may provide you with a ballot. [Voting]

Since I am informed, no one wishes to vote by ballot and the holders of the management proxies has delivered their ballot to the inspector of elections, I now declare the polls closed and ask the inspector of elections, Mr. Shafer to provide his preliminary report. Mr. Shafer?

The 3 nominees for Class 1 directors to the Board of Directors were elected; the nonbinding proposal to ratify the appointment of Deepika R. Pakianathan to serve as a Class 3 member of the Board of Directors until the Annual General Meeting held in 2023 and until her successor is duly elected and qualified was approved; and the ratification of the Audit Committee's selection of Ernst & Young as the company's independent registered public accounting firm for 2021 was approved.

Thank you, Mr. Shafer. That concludes the business of the meeting. Shareholders are invited and encouraged to submit any questions they may have for our management or Board of Directors as described in our proxy statement for this 2021 Annual General Meeting under the section entitled, Corporate Governance, Shareholder Communications with the Board of Directors, or by contacting our Investor Relations department at (650) 808-4045, or through our website, theravance.com. Thank you all for attending, and this concludes our 2021 Annual Meeting of Shareholders.