Rigel Pharmaceuticals, Inc. (RIGL) Earnings Call Transcript
May 14, 2020
Earnings Call Speaker Segments
Ladies and gentlemen, thank you for standing by. And welcome to the Rigel Pharmaceuticals Annual Meeting of Stockholders. It's now my pleasure to hand the conference over to Raul Rodriguez, President and Chief Executive Officer. Raul?
Good morning. I am Raul Rodriguez, I am the President and Chief Executive Officer and a member of the Board of Directors of Rigel Pharmaceuticals. I'm very happy to welcome you to the Rigel Pharmaceuticals 2020 Annual Meeting of Stockholders. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge Financial Solutions. Stockholders who are attending this meeting with a valid 16-digit control number will have the opportunity to submit questions or comments during the Q&A portion of this meeting through the text box located on your screen. We will try to answer any questions -- any such questions submitted that are germane to the proposals and/or this meeting and if they were -- and if we have time. Please submit your questions now to make sure they are received in a timely manner for review and response. The time is now 9:01 am on Thursday, May 14, 2020, and the polls are open for voting on all matters to be presented. The polls will be closed to voting after I go through each of the proposals to be voted on. 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. After I describe each item to be voted on, we will close the polls. We will not accept ballots, proxies, revocations or changes after the polls are closed. If you have already submitted your vote and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. Before I call the meeting to order, I'd like to introduce to you some of the members of the Board of Directors and the business team who are with us today. The other members of the Board that are here today are Gary Lyons, who is our Chairman of the Board; Mr. Brad Goodwin; Mr. Keith Katkin; Dr. Walter Moos; Mr. Greg Lapointe; Dr. Brian Kotzin; and Ms. Jane Wasman. Also joining me is Ms. Dolly Vance, our EVP and Corporate Affairs, General Counsel and Corporate Secretary. I would also like to introduce Ray Minehan of Ernst & Young LLP, the company's independent registered public accounting firm; Kathy Blackwell of Broadridge Financial Solutions; and Carlton Fleming of Cooley LLP, the company's outside legal counsel. We're also on attendance virtually unable to respond to appropriate questions as needed. The meeting will now come to order. This meeting is being recorded and will be archived for 1 year after the date of the meeting at www.virtualshareholdermeeting.com/rigl2020. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and Proxy Statement. We will first present the 4 proposals submitted for approval. Please save all your questions related to the proposal to after all the proposals have been presented, after which, we will have announced the preliminary results of voting. If you have not voted, I encourage you to do so now. Lastly, as I mentioned above, after the formal part of the meeting has concluded, we will try to answer any appropriate questions related to the proposals you may have. Will the secretary of this meeting, please report, at this time, with respect to the mailing of Notice of the Annual Meeting and the stockholders list.
Yes. Thank you, Raul. This is Dolly Vance, acting secretary of this meeting. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 20, 2020, the record date for this meeting. The list is available for inspection during the meeting for any reason to remain to this meeting. Please click on the link on your online portal to view the list. I also have an affidavit certifying that on April 1, 2020, a notice of the Annual Meeting of Stockholders of the company was deposited in the United States Mail to all stockholders of record at the close of business on March 20, 2020. Raul?
Thank you. At this time, I am appointing Kathy Blackwell of Broadridge Financial Solutions, who is present virtually, to act as inspector of elections at this meeting. Ms. Blackwell has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this meeting. The function is to decide upon the qualification of voters, accept their votes, and when the ballot on the matters are -- is completed, to tell you the final votes. Will the secretary please report at this time with respect to the existence of a quorum?
Yes. I have been informed by the inspector of election that proxies have been received for 133,909,931 of the 168,569,525 shares of common stock outstanding on the record date, which represents approximately 80% of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting.
Thank you. We will now proceed with the formal business of this meeting. There are 4 proposals to be considered by the stockholders. The first item of business is the election of 2 directors to serve until 2023, till the 2023 Annual Meeting of Stockholders and until their successors are elected. The nominees for directors are: Dr. Walter H. Moos; and myself, Raul R. Rodriguez. The second item of the business today is the approval of the company's 2018 equity incentive plan as amended to increase the aggregate number of shares of the company's common stock reserve for issuance under the plan by 2,800,000 shares and to make certain other changes as described in the Proxy Statement of the company filed with the Securities and Exchange Commission on April 1, 2020. 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. Stockholders have been asked to vote on an advisory basis on the resolution on the following resolution, "Resolved that the compensation paid to the company's named executive officers as disclosed pursuant to Item 402 of registration S-K, including the compensation, discussion and analysis, compensation tables and narratives is hereby approved." The fourth item of business today is the ratification of the selection of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020. That was the final proposal for today's meeting. As a reminder, we will now review and answer your questions that pertain to the aforementioned proposals. There are no questions submitted. At -- the time is now 9:08 am, and the polls are now closed for voting. May we now 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 Dr. Moose and Mr. Rodriguez as directors of the company is carried. The proposal concerning the amendment to the 2018 equity incentive plan is approved. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. The appointment of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2020, is ratified. A full tally of the final voting results will be published in the current report on Form 8-K, which will be filed with the Securities and Exchange Commission within 4 days of this meeting. Raul?
This concludes the formal portion of today's meeting. We will now address the questions that were submitted by our stockholders that are germane to this meeting. I see that we have not received any questions at this time. And I'd to close the meeting, and thank you for your attendance at today's meeting and your continued support for Rigel pharmaceuticals. Have a good day.
That concludes today's conference call. You may now disconnect.
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