UroGen Pharma Ltd. (URGN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of UroGen Pharma Limited. [Operator Instructions] It is now my pleasure to turn today's meeting over to Liz Barrett, member of the Board of Directors as well as President and Chief Executive Officer of UroGen Pharma Limited. Ms. Barrett, the floor is yours.

Thank you, operator, and good morning, everyone. My name is Liz Barrett, and I'm a member of the Board of Directors as well as President and Chief Executive Officer of UroGen Pharma. I am very happy to welcome you to the 2020 Annual Meeting of Shareholders of UroGen Pharma. The meeting will now officially come to order. The time is now 9:01 a.m. on June 8, 2020, and the polls are now open for voting for all matters to be presented. As you know, we are hosting today's meeting through a virtual online platform hosted by Computershare. Before we proceed with the formal business of the meeting, I'd like to introduce you to the members of the Board and the business team who are with us today. The other members of the Board with us virtually today are Cynthia Butitta, Fred Cohen, Kathryn Falberg, Stuart Holden, Ran Nussbaum and Shawn Tomasello. The other officers of the company with us virtually today are Peter Pfreundschuh, Chief Financial Officer of UroGen Pharma, who will also act as Secretary; Jeff Bova, Chief Commercial Officer; and Dr. Mark Schoenberg, Chief Medical Officer. I would also like to introduce Ido Heller and Alison Mount of PwC, Kesselman & Kesselman in Israel, certified public accountants, the company's independent registered public accounting firm; Jeff Seiders of Computershare; Philip Meyer of Computershare, Yaron Sobol of Hamburger Evron & Co., the company's corporate counsel; and Charles Bair of Cooley LLP, the company's outside legal counsel, who are also in attendance virtually and available to respond to appropriate questions as needed. We will proceed with the formal business of the meeting in the order set forth in the notice of annual meeting and proxy statement. We will first present the 6 proposals submitted for approval by our Board. We will take questions related to the proposals after all the proposals have been presented. After which, we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting for all matters to be presented. Each ordinary share is entitled to 1 vote. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. If you intend to vote and have not already done so, you must submit your vote online now in order for it to be counted. If you have not voted, I encourage you to vote online now. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have. Please note the rules of conduct for today's meeting were posted in the annual proxy statement materials and are available as part of this virtual meeting. Please reference these should you have any questions. Shareholders of record and registered beneficial owners may submit questions or comments for the Q&A portion of this meeting. [Operator Instructions] Will the Secretary please report at this time with respect to the mailing of the notice of the meeting and the shareholders' list?

Thanks, Liz. I have at this meeting a complete list of the holders of record of the company's ordinary shares on April 27, 2020, the record date for this meeting. A list of shareholders of record is available for inspection by shareholders of record during this meeting and can be found on today's online portal for any reasons germane to this meeting. I also have an affidavit certifying that on May 4, 2020, a notice of the annual meeting of shareholders of the company was deposited in the United States mail to all shareholders of record at the close of business on April 27, 2020.

At this time, I'd like to introduce Jeff Seiders of Computershare, who is present virtually. I am appointing Jeff to act as Inspector of Election at this meeting. Jeff has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. His function is to decide upon the qualifications of voters, accept their votes and when balloting all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

I have been informed by the Inspector of Election that proxies have been received for 13,944,711 of the 21,230,558 ordinary shares outstanding on the record date, which represents approximately 70.4% of the total number of outstanding shares outstanding on the record date. This constitutes a quorum for the meeting today, and we may now carry out the official business of this meeting.

We will now proceed with the formal business of this meeting. After all of the proposals have been described, we will answer any questions related to the proposal submitted online. As a reminder, we ask that only comments or questions during this portion of the meeting pertain only to these proposals. Please submit any questions as soon as possible for our review. There are 6 proposals to be considered by the shareholders at this meeting. The first item of business is the election of 8 directors to serve until the Annual Meeting of Shareholders in 2021 and until their successors are elected. The nominees for directors are: Arie Belldegrun, Elizabeth Barrett, Cynthia Butitta, Fred Cohen, Kathryn Falberg, Stuart Holder -- Holden, Ran Nussbaum and Shawn Tomasello. The second item of business today is the approval of an amendment to the company's 2017 Equity Incentive Plan to, among other things, increase the number of ordinary shares authorized for issuance under the plan by 400,000 shares as described in the proxy statement relating to this meeting. The third item of business today is the approval of an amendment to the company's amended and restated compensation policy for its office holders in accordance with the provisions of the Israeli Companies Law, 5759-1999 or the Companies Law. The fourth item of business today is the approval of the terms of employment for Dr. Mark Schoenberg, Chief Medical Officer of the company. The fifth item of business today is the approval of the engagement of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as the company's independent auditor until our 2021 Annual Meeting of Shareholders. The sixth item of business today is the advisory vote to approve the compensation of the company's named executive officers as disclosed in the proxy statement for the annual meeting. That was the final proposal for today's meeting. We will now review if there are any questions submitted about the proposals before we close the polls. As a reminder, we will only review and answer questions at the time that pertain to the proposals.

Liz, I can confirm that there are no questions as of this time.

Okay. So there are no questions. The time is now 9:09 am, and the polls are now closed for voting. May we have the results of the voting?

The report of the Inspector of Election covering the proposals presented at this meeting is as follows. The proposal to elect Arie Belldegrun, Liz Barrett, Cynthia Butitta, Fred Cohen, Kathryn Falberg, Stuart Holden, Ran Nussbaum and Shawn Tomasello as directors of the company is carried. The amendment to the company's 2017 Equity Incentive Plan is approved. The amendment to the company's amended and restated compensation policy for its officeholders is approved. The terms of employment for Mark Schoenberg is approved. The election of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm until our 2021 Annual Meeting of Shareholders is approved. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers has not been approved.

We expect to report our preliminary voting results or, if available to us on a timely basis, our final voting results on a current report of Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. If not earlier reported, we expect to report our final voting results in an amendment to our Form 8-K within 4 business days after the final results are known to us. This concludes the formal portion of today's meeting, and the annual meeting is now adjourned. Thank you again for your attendance to today's meeting and for your continued support of UroGen Pharma. Operator, you may now disconnect.

Thank you. This concludes the meeting. You may now disconnect, and have a pleasant day.