Theratechnologies Inc. (TH) Earnings Call Transcript

Hello. And welcome to the Annual Meeting of Shareholders of Theratechnologies. Please note, today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Dawn Svoronos, Chairman of the Board. The floor is yours.

Good morning, everyone. And welcome to the Annual Meeting of Shareholders of Theratechnologies. [Foreign Language] My name is Dawn Svoronos, and I'm the Chair of the Board of Theratechnologies. I'll be presiding over the meeting today. The following persons of the corporation are also present at the meeting: Paul Lévesque, President and CEO of Theratechnologies; Philippe Dubuc, Senior Vice President and Chief Financial Officer; Jocelyn Lafond, Vice President, Legal Affairs and Corporate Secretary; and Denis Boucher, Vice President, Communications and Corporate Affairs. Also attending are Christian Marsolais, Senior Vice President and Chief Medical Officer; and Jovan Antunovic, Senior Vice President and Chief Commercial Officer. [Foreign Language] As a result of the current COVID-19 pandemic, this meeting is being held virtually via a live audio webcast. Here are a few guidelines for the orderly conduct of the meeting in these exceptional circumstances. First, the meeting will be conducted in English, given that a large amount of our American shareholders have logged into the meeting. During the question period, we will be answering questions in the language they are asked in. Secondly, for the purposes of the meeting today, voting on all matters by registered shareholders and duly appointed proxy holders will be conducted by electronic ballot. If you have already voted using the proxy form or a voting information form sent to all shareholders, then no further action is required on your part. Please note that if you choose to vote again, only your vote cast during the meeting will be counted, and the vote that you submitted by proxy will be revoked. The poll will be opened for all motions and resolutions at the same time. This will allow you to choose to vote on each motion and resolution immediately or to wait until the conclusion of discussion prior to casting your vote. Once discussion on all items of business has concluded, we will give you a minute to record your vote on the online platform in case you have not already done so and then declare voting closed on all resolutions. Once the electronic balloting closes, the voting page will disappear and your votes will automatically be submitted. Questions in respect of a business item for which a vote will be taken can be submitted at any time throughout the meeting by any registered shareholder or duly appointed proxy holder using the instant messaging service of the virtual interface. Those of you who joined the meeting as guests only will not be able to ask questions. [Operator Instructions] Please note that due to the virtual technology we are using, there will be a slight delay in communications back and forth. Questions will generally be addressed during the question period at the end of the meeting, with the exception that questions regarding procedural matters or directly related to a specific motion may be addressed during the meeting. Results of the votes on each business item will be compiled by the scrutineers at the end of the meeting and we will -- and will be communicated by press release after the meeting. The final voting results will also be filed on the SEDAR and EDGAR websites. We will now proceed with the formal portion of today's meeting. To expedite this formal part of the meeting, I will move the motion and Philippe Dubuc will second them. I confirm that we are both shareholders of the corporation. I now declare the polls open on all resolutions. I now ask that the Annual Meeting of Shareholders of the corporation comes to order. I appoint Jocelyn Lafond, Vice President, Legal Affairs and Corporate Secretary, as secretary of the meeting. For the purposes of this meeting, I appoint Computershare Trust Company of Canada, through its representatives as scrutineers, to compute the votes on any polls taken at this meeting and to report thereon to the secretary of the meeting. The purposes of today's meeting are set out in the management information circular of the corporation dated June 12, 2020. I have been advised that the notice of meeting, the management information circular and the form of proxy or voting instruction form as applicable were mailed to shareholders on or around June 18, 2020, and that the audited consolidated financial statements of the corporation for the fiscal year ended November 30, 2019, and the related MD&A were mailed to shareholders of the corporation who requested such statements and the related MD&A on or around March 12, 2020. Unless there is any objection, I will dispense with the reading of the notice of meeting. Copies of the management information circular and other meeting materials are available under the corporation's profile on the SEDAR and EDGAR websites. Our transfer agent, Computershare Trust Company of Canada, has attested to the proper mailing of the notice of meeting. Proof of service of such mailing has been provided to me by the corporation's transfer agent. I direct that a copy of such proof of service be annexed to the minutes of this meeting. I've been advised that persons representing more than 10% of the aggregate number of votes attached to all the common shares for the meeting are present or duly represented by proxy at the meeting, and therefore, a quorum of shareholders of the corporation is present, and the meeting is properly called and duly constituted for the transaction of business. I have received the scrutineers' report, and I direct that their formal report be annexed to the minutes of this meeting. I have read the minutes of last year's Annual Meeting of Shareholders, and I am satisfied with their content. I propose a motion to exempt the secretary of the corporation from reading last year's minutes and to adopt said minutes.

I second this motion.

As the first item of business on the agenda for today's meeting, I now present to the meeting the audited consolidated financial statements of the corporation as at and for the fiscal year ended November 30, 2019, together with the auditor's report to the shareholders thereon. Copies of such documents have been mailed to the shareholders who requested such statements and are available on our website and under the corporation's profile on the SEDAR and EDGAR websites. The next item of business is the election of directors. The number of directors to be elected at the meeting is set at 7, and each director will hold office until the close of business of the next annual general meeting of shareholders of the corporation following election or until his or her successor is elected or appointed. Each of the persons nominated has confirmed that he or she will serve as a director. The nominees to act as directors of the corporation for the ensuing year are: Sheila Frame; Gérald Lacoste; Paul Lévesque; Gary Littlejohn; Paul Pommier; Dale Weil; and myself, Dawn Svoronos. To date, more than 50% of all of the issued and outstanding common shares have been voted for these nominees, and the percentage of votes received for each of them is as follows: Sheila Frame, 96.64% for, 3.36% withhold; Gérald Lacoste, 95.56% for, 4.44% withhold; Paul Lévesque, 99.21% for, 0.79% withhold; Gary Littlejohn, 96.23% for, 3.77% withhold; Paul Pommier, 93.35% for, 6.65% withhold; Dale Weil, 96.8% for, 3.2% withhold; Dawn Svoronos, 96.73% for, 3.27% withhold. Knowing that more than 50% of the issued and outstanding shares have been voted for the persons I just mentioned, are there any other nominees? If so, please indicate it in the chat box section of the virtual platform. If there are nominations, I would ask that you provide the following information in the chat box section of the virtual platform: Your name; your occupation; your experience and whether you have personally filed for bankruptcy in the last 10 years and whether a business for which you acted as a director or an officer in the last 10 years has filed for bankruptcy or has been the subject of an order issued by the Securities Commission, having the effect of suspending the trading of its securities. Since there are no other nominations, I declare the nomination period closed. I propose a motion for the nomination of the following persons as directors of the corporation: Sheila Frame; Gérald Lacoste; Paul Lévesque; Gary Littlejohn; Paul Pommier; Dale Weil; and myself, Dawn Svoronos.

I second this motion.

Are there any questions regarding the motion? Since no question has been received on this matter, we will now vote on the election of each candidate. I would ask that each registered shareholder and proxy holder to cast their votes. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the name of each proposed director. [Voting]

While the votes are being cast, we will move to the next item of business. The next item of business is the appointment of the auditors of the corporation for the ensuing year and the authorization that compensation for their services be determined by the Board of Directors of the corporation. The corporation recommends that KPMG Chartered Professional Accountants be appointed as the auditors of the corporation for the current fiscal year. To date, more than 50% of the issued and outstanding common shares have been voted, and 96.46% of those votes were cast for the appointment of KPMG as auditors of the corporation and to authorize the directors to set their compensation. I propose a motion for the appointment of KPMG as auditors of the corporation and to authorize the directors to set their compensation.

I second this motion.

Are there any questions regarding the motion? Since no question has been received with respect to this matter, we will now vote on this motion, and I would ask each registered shareholder and proxy holder to cast their votes. Please register your votes by accessing the voting page and selecting the for or withhold buttons next to the resolution that appoints KPMG as the auditors of the corporation and to authorize the directors to set their compensation. [Voting]

While the votes are being cast, we will move to the next item of business. The next item of business is the passing of Resolution 2020-1, approving the amendments to Bylaw #3, which are the general bylaws of the corporation. As mentioned in the management proxy circular, these amendments were made to allow the corporation to hold virtual meetings of shareholders and to take into consideration the rules enacted under the Business Corporations Act in Québec, the corporation's governing law. The management's proxy circular you received contained a black lined version of the new bylaw comparing it to the previous version. The Board of Directors of the corporation recommends that shareholders vote for the passing of Resolution 2020-1. To date, more than 50% of the issued and outstanding common shares have been voted and 96.93% of those votes were cast for the passing of Resolution 2020-1. I propose a motion for the passing of Resolution 2020-1.