Traws Pharma, Inc. (TRAW) Earnings Call Transcript & Summary

Good morning and welcome to the 2020 Onconova Therapeutics, Inc. Annual Meeting of Shareholders. I would now like to turn the meeting over to Michael Hoffman, the Chairman of the Board of Onconova. Mr. Hoffman, please go ahead.

Thank you, and good morning, ladies and gentlemen. Will the meeting please come to order? This year, we have adopted a virtual format for our annual meeting to protect the health and well-being of our employees, directors, shareholders and other stakeholders in light of the COVID-19 pandemic. I want to welcome all of you to the Annual Meeting of Shareholders of Onconova Therapeutics, Inc. I am Michael B. Hoffman, Chairman of the Board of Directors of Onconova Therapeutics, and I will be presiding at this meeting. Mark Guerin, Onconova's Principal Financial Officer, will act as secretary of the meeting. Louis Larsen, representing Broadridge, has been appointed to act as inspector of election. We are joined today by other members of our Board of Directors and officers of Onconova Therapeutics, Inc.; [ Kunal Obhrai ], a representative from Ernst & Young, our independent registered public accounting firm, is also present. Let's start with procedural matters. Shareholders as of the record date may attend the annual meeting by logging in with the control number provided on their proxy card, voting instruction form or notice of Internet availability of proxy materials. If you are not a shareholder or do not have a control number, you may still access the meeting as a guest, but you will not be able to participate. Shareholders may vote during the meeting using the link at the bottom of your screen. [Operator Instructions] Questions pertaining to the proposals to be voted on will be answered before the voting is closed. Other questions will be answered at the end of the meeting. The close of business on March 30, 2020, had been fixed as the record date for the determination of shareholders entitled to receive notice of and to vote at the annual meeting. As of the close of business on such date, we had outstanding and entitled to vote 167,416,070 shares of our common stock par value $0.01 per share. On or about April 23, 2020, Onconova mailed its notice regarding availability of proxy materials for the Annual Meeting of Shareholders to all shareholders of record as of March 30, 2020. The secretary was given an affidavit of mailing provided by Broadridge, establishing that notice of this meeting was duly given and a proxy statement and the form of proxy were sent to each shareholder of record. A copy of the Notice of the Meeting and the affidavit of mailing will be incorporated into the minutes of this meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in person or by a proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mark, do you have a report?

Yes, the shareholder list shows that holders of 167,416,070 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector of election that there are, represented in person or by proxy, 103,951,230 shares of common stock or approximately 62% of all of the shares entitled to vote at this meeting. This shareholders list is available if any shareholder wishes to examine it and will be filed with the minutes of the annual meeting.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present, in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The next order of business is a description of the proposal that can be voted on at today's meeting. Proposal #1, election of directors. This proposal is to approve the election of 8 directors to serve until the Annual Meeting of Shareholders in 2021 and until his or her successor is duly elected and qualified or until such director's prior death, resignation, retirement, disqualification or other removal. The Board of Directors of the company recommends the election of the following persons as directors of the company: Mr. Michael B. Hoffman, Dr. Jerome E. Groopman, Dr. Stephen M. Fruchtman, Dr. Viren Mehta, Mr. James J. Marino, Dr. E. Premkumar Reddy, Mr. Jack E. Stover, and Ms. Terri Shoemaker. In the proxy statement, we have provided you with the business experience and other information regarding each of these individuals. Proposal #2, amendment to our tenth amended and restated certificate of incorporation. This proposal is to approve an amendment to our tenth amended and restated certificate of incorporation as amended to combine outstanding shares of our common stock into a lesser number of outstanding shares or a "reverse stock split" by a ratio of not less than 1 for 5 and not more than 1 for 25, with the exact ratio to be set within this range by our Board of Directors in its sole discretion. We've provided you with further information about the proposed amendment in the proxy statement. Proposal #3, amendment and restatement of the 2018 omnibus incentive compensation plan. This proposal is to approve an amendment and restatement of the 2018 omnibus incentive compensation plan to increase the number of shares available under the plan and to make certain other changes. Further information about the amendments to the 2018 omnibus incentive compensation plan is included in the proxy statement. Proposal #4, advisory vote on executive compensation. We are presenting to our shareholders a nonbinding advisory vote to approve the compensation of our named executive officers as described in the proxy statement, sometimes referred to as say-on-pay. The say-on-pay vote gives you as a shareholder the opportunity to express your views regarding the compensation of our named executive officers by voting to approve or not approve such compensation as described in the proxy statement. This vote is advisory and will not be binding upon the Board of Directors or our compensation to me. However, our Board of Directors and our Compensation Committee value the opinion of our shareholders and will take into account the outcome of the vote when considering future executive compensation arrangements. Proposal #5, ratification of the selection of auditor. This proposal is to ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year 2020. We provided you with information regarding our independent registered accounting firm and the services it provides in the proxy statement. Proposal #6, authorization of an adjournment of the annual meeting. This proposal is to authorize the adjournment of the annual meeting, if necessary, to solicit additional proxies in the event that there are not sufficient votes at the time of the meeting to approve the reverse stock split. We will now answer any questions pertaining to the proposals, although the questions will be answered at the end of the meeting. Mark, do we have any questions pertaining to the proposals?

Mr. Chairman, we have not received any questions pertaining to the proposals.

Since no other matters have been properly brought before the meeting, the polls are now open. Should any shareholder desire to vote now, please click on the voting button at the bottom of your screen. And follow the instructions provided. If you have already voted your shares and you do not wish to change your vote, you need not take any further action. [Voting]

The polls for each matter to be voted on at this meeting are now closed with the exception of Proposal 2, for the reverse stock split. Based on preliminary voting results, as approved in proposal 6, we're holding proposal 2 open in order to permit further solicitation of proxies for the approval of proposal 2. The inspector -- inspection -- I'm sorry, the inspector of election will count the votes on the other proposals. The inspector of election will now report the preliminary results of the voting. The final results will be filed with the SEC on a Form 8-K within 4 days of the meeting.

Thank you. Proposal 1, each of the Director nominees has been elected. Proposal 2, the charter amendment for a reverse stock split is still open. Proposal 3, the amendment and restatement of the 2018 omnibus incentive compensation plan has been approved. Proposal 4, the compensation of our named executive officers has been approved on an advisory basis. Proposal 5, the ratification of Ernst & Young LLP as our independent registered public accounting firm has been approved. Proposal 6, authorization of adjournment of the annual meeting has been approved. I will prepare the final report as soon as practicable and delivered to the secretary of the meeting to be filed with the minutes of the annual meeting.

All of the proposals have been approved with the exception of Proposal 2 for the reverse stock split, which is still open. As approved in proposal 6, we are adjourning the annual meeting to a later date in order to permit further solicitation of proxies for the approval of proposal 2 for the reverse stock split. In order to provide additional time for stockholders to consider proposal 2, as described in the proxy statement, the annual meeting is adjourned to Friday, June 26, 2020, at 10:30 a.m. Eastern Daylight Time and will be held at the same virtual meeting location, www.virtualshareholdermeeting.com/ontx2020. This will enable our stockholders of record as of the record date, which was March 30, 2020, additional time to consider and vote on proposal 2, and enable the company's proxy solicitor, MacKenzie Partners, Inc., more time to assist the company with the solicitation of stockholder votes on proposal 2. At the adjourned annual meeting on June 26, 2020, stockholders will be deemed to be present in person and vote at such adjourned meeting in the same matter as disclosed in the proxy statement. Valid proxies submitted prior to the reconvened annual meeting will continue to be valid to the upcoming reconvened annual meeting unless properly changed or revoked prior to votes being taken at such reconvened annual meeting. There being no further business to come before the meeting, the 2020 Onconova Annual Meeting of Stockholders is now adjourned. With formal part of the meeting over, we will now answer shareholder questions. Mark, have we received any questions?

Mr. Chairman, we have not received any questions.

Thank you. I'm afraid that's all the time we have today for questions. I want to thank each of you for joining us today for Onconova's 2020 Annual Meeting of Stockholders and for the interest you have shown in the affairs of the company. Again, thank you for attending today's meeting.