Viridian Therapeutics, Inc. (VRDN) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Miragen Therapeutics, Inc. Annual Meeting. I would now like to hand the conference over to your speaker today, Mr. Bill Marshall. Sir, please go ahead.

Good morning. I'm Bill Marshall, the President, Chief Executive Officer and a Director of Miragen Therapeutics, Inc. Very happy to welcome you to the Miragen Therapeutics, Inc. 2020 Annual Stockholders Meeting. Since the meeting is being held virtually via live webcast originating from Boulder, Colorado, we will have stockholders attending via web portal. Before I call the meeting to order, I'd like to introduce to you the members of the Board and the business team who are with us today. The other members of the Board are: Christopher J. Bowden, MD; Jeffrey S. Hatfield, the Chairperson of our Board; Thomas E. Hughes, PhD, the Chairperson of our Compensation Committee; Kevin Koch, PhD, the Chairperson of our Nominating and Corporate Governance Committee; Arlene M. Morris; and Joseph L. Turner, the Chairperson of our Audit Committee. The other officers of the company here today are Jason A. Leverone, our Chief Financial Officer, Secretary and Treasurer; and Diana M. Escolar, MD, our Chief Medical Officer. I would also like to introduce Erika Whitmore of KPMG LLP, the company's auditors; and Brent Fassett of Cooley LLP, the company's legal counsel, who are available to respond to appropriate questions. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will give you an opportunity to ask any questions you may have. Please note that this meeting is being recorded. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders list?

I have at this meeting a complete list of stockholders of record of the company's common stock on March 25, 2020, the record date for this meeting. I also have an affidavit certifying that on April 10, 2020, a notice of the annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record as of the close of business on March 25, 2020.

At this time, I'd like to introduce [ Kathy Wheadon ], a representative of Broadridge Financial Solutions, Inc. I'm appointing [ Ms. Wheadon ] to act as inspector of election at this meeting. [ Ms. Wheadon ] has taken and subscribed the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of the meeting. Her function is to decide upon the qualifications of voters, accept their votes and when balloting on 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've been informed by the inspector of election that proxies have been received for 39,921,230 of the 53,077,348 shares of common stock outstanding on the record date, which represents approximately 75% of the total number of outstanding shares. This constitutes a quorum for today's meeting, and we may now carry out the official business of the meeting. If you have not yet delivered your proxy or wish to change your vote, you may do so by clicking on the button marked Vote Here and following the instructions.

We will now proceed with the formal business of this meeting. There are 5 proposals to be considered by the stockholders at this meeting. Please note that after all of the proposals have been presented, we will give stockholders an opportunity to ask questions by entering your questions in the text box on your web portal screen. Please also include your name and e-mail address with your questions.

The time is now 9:04 a.m. Mountain time on Thursday, May 21, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted upon.

The first item of business is the election of 7 directors to serve until the next annual meeting and until their successors are elected. In accordance with the provisions of our bylaws, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No stockholders submitted such notice. Therefore, I declare the nominations for directors closed. The nominees for director are: William S. Marshall, PhD; Thomas E. Hughes, PhD; Kevin Koch, PhD; Joseph L. Turner; Arlene M. Morris; Jeffrey S. Hatfield; and Christopher J. Bowden, MD. You can find information for each of these nominees regarding their background and qualifications to serve as a director in the proxy statement. The second item of business today is the ratification of the selection by the audit committee of the Board of Directors of KPMG LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020. The appointment of KPMG LLP is also discussed in the proxy statement. The third item of business today is the advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: resolved that the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of Regulation S-K, including the executive compensation discussion below, compensation tables and narrative discussion, is hereby approved. The fourth item of business today is the indication on an advisory basis of the stockholders' preferred frequency of advisory stockholder votes on executive compensation. The stockholders have been asked to vote on an advisory basis on the following resolution: resolved that the alternative of soliciting advisory stockholder approval of the compensation of the company's named executive officers, once every 1, 2 or 3 calendar years, that receives the highest number of votes from the holders of shares present in person or represented by proxy and entitled to vote at the annual meeting shall be considered the frequency preferred by the stockholders. The fifth item of business is to consider and vote upon a proposal to amend the company's certificate of incorporation as amended to effect a reverse stock split of the company's common stock. If any stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal. That was the final proposal for today's meeting. As the company has not received notice from any of its stockholders of any other matter to be considered at today's meeting, no other proposals will be addressed at this meeting. The secretary will now describe the voting procedures.

Voting is by proxy and online ballot. You do not need to do anything if you've already sent in your signed proxy, previously voted online or by telephone or if you've submitted your proxy or voted online at this meeting. Any stockholder who hasn't yet voted or wish to change his or her vote may do so by clicking the button marked Vote Here on the web portal and following the instructions. Each share of common stock is entitled to 1 vote. We'll pause here to make sure that all stockholders in attendance have had time to deliver any online votes. [Voting]

The time is now 9:09 a.m. Mountain time, 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 William S. Marshall, PhD; Thomas E. Hughes, PhD; Kevin Koch, PhD; Joseph L. Turner; Arlene M. Morris; Jeffrey S. Hatfield; and Christopher J. Bowden, MD as directors of the company is carried. The selection of KPMG LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2020, is ratified. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. The resolution concerning the advisory vote on the preferred frequency of advisory stockholder votes on executive compensation of the company's named executive officers is approved with a frequency of every year. The amendment to the company's certificate of incorporation to effect a reverse stock split of the company's common stock is approved. We expect to report our final voting results on a current report on Form 8-K to be filed with the SEC within 4 business days after the end of this meeting. This concludes the formal portion of today's annual meeting, and I declare the business portion of the 2020 Annual Meeting of Stockholders concluded. We will now take questions and comments from stockholders. If you have any questions or comments, please enter them into the web portal now and include your name and e-mail address. As we have not received any questions from stockholders, the call will end now. Thank you for attending our 2020 Annual Meeting of Stockholders.

Ladies and gentlemen, this does conclude the program, and you may all disconnect. Everyone, have a great day.