uniQure N.V. (QURE) Earnings Call Transcript & Summary

Hello, and welcome to the uniQure N.V. EGM 2020. Please note that today's meeting is being recorded. Also, there may be forward-looking statements made during this meeting, which are subject to a safe harbor as provided in the slide presentation. It is now my pleasure to turn today's meeting over to Philip Astley-Sparke, Chairman of the Board of Directors of uniQure. Mr. Astley-Sparke, the floor is yours.

Thank you. Good afternoon in Europe. Good morning in the United States. My name is Philip Astley-Sparke, Chairman of uniQure's Board of Director, and it is my pleasure to welcome you to this 2020 Extraordinary General Meeting of Shareholders of uniQure N.V. The sole agenda item for today's meeting is the appointment of Robert Gut, our Former Chief Medical Officer, an Executive Director and a nonexecutive director of uniQure N.V. Due to the COVID-19 pandemic, it is not possible to conduct this meeting in person in Amsterdam, as we usually do. Therefore, we are holding this EGM virtually as we did with our Annual General Meeting of Shareholders held last June. In accordance with legal requirements as ruled in Dutch emergency legislation, we announced this meeting on Tuesday, October 27, 2020, in the Dutch newspaper and on our uniQure website. On our website, we have provided additional information regarding the conduct of the meeting. The key difference for this meeting compared to our prior meeting is that shareholders are not attending in person and will not be able to vote their shares in real time. Instead, all voting was conducted in advance of the meeting. I would also like to point out that those who return to proxies solicited by uniQure have authorized the persons named in the proxy, Matthew Kapusta, David Cerveny and me to vote on the proposition coming before the meeting. Please note that unlike the format of our prior in-person meetings, if you have previously submitted a proxy, including over the Internet or by phone, your vote of this virtual meeting cannot be revoked. In the proxy materials, shareholders have been invited to submit questions regarding the agenda items in advance of the meeting and no later than 11:59 a.m. Central European time on November 30, 2020. Dave, can I assume that there are no questions received?

That's correct. No questions have been received.

Okay, very good. So before proceeding to the business of the meeting, I would like to take a moment to introduce those who are participating. On behalf of the uniQure Board, we have Matthew Kapusta, our Chief Executive Officer and Executive Member of the Board of uniQure; Jack Kaye, the Chair of our Audit Committee; David Meek, a nonexecutive member of the Board; Leonard Post, a nonexecutive member of the Board; Paula Soteropoulos, a nonexecutive member of the Board; and Jeremy Springhorn, the Chair of our Nom and Governance Committee. We also have several representatives of the company attending today. Robert Gut, our former Chief Medical Officer, who is standing for appointment to the Board at this meeting. David Cerveny, our Chief Legal Officer, who will serve as Secretary of this meeting. Matthijs van Blokland, Legal Counsel to uniQure. Chiara Russo, our Associate Director of Investor Relations and Communications and Bart Kraak, representing the Dutch notary firm of Holdinga Matthijssen Kraak in Amsterdam, which is being retained by uniQure to assist with the voting and administration of today's meeting. This meeting is held pursuant to the notice given to each shareholder of record at the close of business on November 3, 2020. The notice of the meeting was posted on our website, www.uniqure.com on or about October 27, 2020, and was filed with the Securities and Exchange Commission on November 2, 2020. And to be counted at this AGM, the ordinary shares are required to be voted in advance of this meeting by the deadline of 11:59 p.m. Central European time on November 30, 2020. There are 29,308,190 ordinary shares represented by proxy at this meeting, representing approximately 66% of the outstanding voting ordinary shares of uniQure. This represents a quorum, as required by the company's Articles of Association. The resolution to appoint Dr. Gut shall be adopted unless the shareholders results overrule the binding domination of the nonexecutive directors by at least a 2/3 majority of the votes cast at the EGM, where such votes against represent at least half of the issued share capital of uniQure. On behalf of the Board of Directors of uniQure, I'd like to express my appreciation to all shareholders who returned their proxies and especially to all shareholders who have taken the time to join us today. At this time, we will begin the discussion of the second agenda item and the only voting proposal. The proposal to be acted upon by the shareholders is the appointment of Dr. Robert Gut as a nonexecutive Director of the Board. Based on the unanimous nomination of the Nominating and Corporate Governance Committee, the Board has unanimously resolved to appoint Dr. Gut as a nonexecutive Director of the Board effective as of the close of this meeting for a term ending at the end of the Annual General Meeting of Shareholders of the company in 2022. This item is more fully described in our notice of extraordinary general meeting and proxy statement, copies of which have been made available to all shareholders and are available at this meeting via the company's website and the Computershare platform that we're using for this meeting. Dr. Gut served as uniQure's Chief Medical Officer from August 2018 until October 2020. Dr. Gut originally served as a nonexecutive Director of uniQure from June 2018 through August 2018. And then after accepting the position of Chief Medical Officer of uniQure, he was reappointed and served as an Executive Director of uniQure from October 2018 through October 2020. Under Dutch law, following his resignation as Chief Medical Officer, Dr. Gut is not able to continue to serve on the Board as an Executive Director and to continue to serve on the Board, he must be reappointed as a nonexecutive director. As Chief Medical Officer of uniQure, Dr. Gut, led the clinical development, clinical operations, medical affairs and patient efficacy teams that successfully initiated and executed our HOPE-B pivotal trial etranacogene dezaparvovec for hemophilia B and our Phase I/II clinical trial of AMT-130 for the treatment of Huntington's disease. Dr. Gut has more than 22 years of experience in the pharmaceutical and biopharmaceutical industry, meaning clinical and medical activities in gene therapy, rare disorders, hematology, endocrinology and other therapeutic areas. Dr. Gut is the beneficial owner of ordinary shares and options to purchase ordinary shares of uniQure. Details of his biography and equity holdings are listed in our proxy statement. The Board believes that Dr. Gut is qualified to serve on the Board of Directors as a nonexecutive director due to his extensive experience in the biotechnology industry. The Board unanimously recommends a vote for the appointment of Dr. Gut as a nonexecutive director for a term ending at the company's Annual General Meeting in 2022. The Board's statement in support of this proposal appears in uniQure's proxy statement beginning on Page 6. We will now announce the voting instructions received for this proposal. Because all voting was conducted prior to the meeting, these instructions represent the final results of this proposal that is subject to verification and certification by Mr. Kraak who is serving as notary for this meeting. I'll now turn it over to the Secretary of the meeting, Dave Cerveny.

In accordance with all the received voting instructions and pending certification of vote, there are 29,140,381 votes for, 153,755 votes against, 14,054 votes abstained and no noncast or uncast votes for the proposal. Therefore, the proposal is adopted.

With that and on behalf of all the Directors uniQure, I would like to welcome Dr. Gut to the Board. Dave, I've seen that we have received no further questions in relation to land before this meeting.

Yes, that's correct.

Very good, then. Following this meeting, the secretary will complete the counts of the proxies, including examination of all proxies for validity. I will report the final results of the vote. The meeting is adjourned. I would like to thank you all for attending. I now turn the meeting back to the operator.

This concludes the meeting. You may now disconnect.