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

Hello, and welcome to uniQure N.V. EMG 2021. Please note that today's meeting is being recorded. Also, there will be forward-looking statements made during this meeting, which are subject to safe harbor as provided in the slide presentation. If any questions have been submitted prior to 6:00 p.m. Eastern Standard Time on October 20, they will be addressed during the Q&A portion of this meeting. And the follow-up questions may be taken during the meeting. Otherwise, no questions will be taken during the meeting. It is now my pleasure to turn today's meeting over to David Meek, Chairman of the Board of Directors of uniQure. Mr. Meek, the floor is yours.

Good afternoon. My name is David Meek, Chairman of the uniQure Board of Directors, and it's my pleasure to welcome you to this Extraordinary General Meeting of the shareholders of uniQure N.V. The sole agenda item for today's meeting is the appointment of Rachelle Jacques as a non-executive director of uniQure N.V. Before proceeding to the business of the meeting, I would like to take a moment to introduce those who are participating in this meeting, Rachelle Jacques, who has been nominated for appointment to the Board of uniQure. Additionally, in attendance is Matthew Kapusta, our Chief Executive Officer and an executive member of the Board of uniQure. And we also have the following nonexecutive members of our Board in attendance. Madhu Balachandran, the Chair of our Compensation Committee; Robert Gut, Jack Kaye, the Chair of our Audit Committee; Leonard Post, the Chair of our Research and Development Committee and Jeremy Springhorn, the Chair of our Nominating and Governance Committee. Finally, we have several representatives of the company also attending today. David Cerveny, our Chief Legal Officer, who will serve as Secretary of this meeting; Chiara Russo, our Associate Director of Investor Relations and Communications; and Bart Kraak representing the Dutch notary firm of Holdings, which in Amsterdam, which has been 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 September 17, 2021, when it was filed with the Securities and Exchange Commission, in accordance with the Dutch legislation. We announced this meeting on Saturday, September 18, 2021, in the Dutch newspaper and on our uniQure website, www.uniqure.com. We are conducting this EGM virtually pursuant to the Dutch emergency legislation related to the COVID-19 pandemic, and the format will be similar to our Annual General Meeting of Shareholders held last June. As with the AGM in June, 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. Relative to quorum, on behalf of the Board of Directors of uniQure, I would like to express my appreciation to all shareholders who returned their proxies and especially to our shareholders who have taken the time to join us today. There are 32,540,685 ordinary shares represented by proxy at this meeting, representing approximately 70.4% of the outstanding voting ordinary shares of uniQure. This represents a quorum, as required by the company's Articles of Association. To be counted at this AGM, the ordinary shares were required to be voted in advance of this meeting of the deadline, which was 12 noon, October 2021. Those who returned the proxy 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 forum of our previous in-person meetings, if you have previously submitted a proxy, including over the Internet or by phone, your vote at this virtual meeting cannot be revoked at this time. Relative to shareholder questions and the proxy materials shareholders were invited to submit questions regarding the agenda items in advance of this meeting and no later than 11:59 a.m. Central European summertime on October 20, 2021. However, we have not received any questions in advance of the meeting, and therefore, we will not be answering any questions at this meeting. Agenda Item #2, voting proposal, which is the appointment of Ms. Rachelle Jacques as non-executive director. Our second item on the agenda is the voting of the appointment of Ms. Rachelle Jacques as a non-executive director of the Board. Based on the unanimous recommendation of the Nominating Corporate Governance Committee, the Board has unanimously resolved to appoint Ms. Jacques as non-Executive 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 2024. Consistent with Dutch law and our Articles of Association, the resolution to appoint Ms. Jacques is a binding nomination and will be adopted unless the shareholders result overrule the nomination of the nonexecutive directors by at least a 2/3 majority of the votes cast at this EGM, where such votes against the nomination represent at least half of the issued share capital of uniQure. This item is more fully described in our notice of Extraordinary General Meeting and proxy statement, copies of which have been made available via the company's website and the Computershare platform that we're using for this meeting. We believe that Rachelle Jacques will be a strong addition to our Board. She has more than 25 years of industry experience with strong global experience in strategic cross-functional leadership roles, spanning finance, business operations, manufacturing and commercial, including the successful launches of several novel therapies for rare diseases. Since February 2019, Ms. Jacques has been serving as a Chief Executive Officer of Enzyvant Therapeutics, focusing on the development of transformative regenerative therapies for rare diseases. From August 2017 to February 2019, she served as the Senior Vice President and Global Complement Franchise Head at Alexion Pharmaceuticals, where she was responsible for global franchise strategy development and execution across the therapeutic areas of hematology, nephrology and neurology. From January 2016 to June 2017, she was Vice President of U.S. Hematology Marketing at Baxalta Inc. and then Shire plc, following the Shire's acquisition of Baxalta in 2016. From July 2015 to June 2016, she served as Vice President of Business Operations at Baxalta after its spinoff from Baxter International. Ms. Jacques held multiple leadership positions at Baxter, including Vice President of Finance, U.S. BioScience Business. Earlier in our career, Ms. Jacques served in various roles at Dow Corning Corporation, including operational management positions in the U.S., Europe and China. Ms. Jacques received Bachelor of Arts degree and Business Administration from Alma College. She has also served as a financial auditor for Ernst & Young and Deloitte and Touche. Since April 2019, Ms. Jacques has served on the Board of Directors of Corbus Pharmaceuticals. And from April 2020 to February 2021, she served on the Board of Directors of Viela Bio. She is co-Chair of the Alliance for Regenerative Medicine or ARM, Tissue Engineering & Biomaterials Committee and is a founding member of the ARM action for a Equality Task Force. If appointed, Ms. Jacques will also serve on the Audit Committee of our Board. Details of her biography and equity holdings are listed in our proxy recommendation and statement. The Board believes that Ms. Jacques is highly qualified to serve on the Board of Directors as a nonexecutive Director due to her extensive and broad experience in the biotechnology industry. The Board unanimously recommends a vote for the appointment of Ms. Jacques as a non-Executive Director for a term ending at the company's Annual General Meeting in 2022. We will now announce the voting instructions received for this proposal because all voting was conducted prior to this meeting. These instructions represent the final results for this proposal but are subject to verification and certification by Mr. Kraak, who is serving his notary for this meeting. David?

In accordance with all received voting instructions and pending certification of the vote, there are 32,430,294 votes for; 102,993 against; and 7,398 votes abstained. There were no noncast or uncast votes for the proposal. Therefore, the proposal is adopted.

Thank you, Dave. With that, and on behalf of all of the Directors of uniQure, I would like to welcome Ms. Jacques to the Board. For item #3, any other business that comes popular before the meeting. The voting is now completed, and we did not receive any questions from shareholders prior to the meeting. Thus, there is no further business before this meeting. In the closing of the meeting, following this meeting, the secretary will complete the count of the proxies, including examination of all proxies for validity, and we will report the final results of the voting. The meeting is concluded. I would like to thank you all for attending. I now turn the meeting back to the operator.

Thank you. Ladies and gentlemen, this concludes the meeting. You may now disconnect.