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Cytokinetics, Incorporated (CYTK)
Annual Meeting of Stockholders Conference Transcript
May 22, 2013 4:30 PM ET
Pat Gage - Chairman
Lynne Parshall - Member of the Board
Robert Blum - President and CEO
Sharon Barbari - EVP, Finance and CFO
Marjorie Wagman - VP Legal Affairs and General Counsel
[Aaron Kurtz] - Senior Director, Finance
Dave Cragg - Senior Vice President, Human Resources
Joanna Goldstein - Independent Director
Scott Jordan - Independent Director
Wendell Wierenga - Independent Director
[Adrian Bennett] - PricewaterhouseCoopers
James Kirkland - Inspector of Election, Computershare
Previous Statements by CYTK
» Cytokinetics' CEO Discusses Q1 2013 Results - Earnings Call Transcript
» Cytokinetics' CEO Discusses Q4 2012 Results - Earnings Call Transcript
» Cytokinetics' CEO Presents at Lazard Capital Markets Healthcare Conference (Transcript)
» Cytokinetics' CEO Discusses Q3 2012 Results - Earnings Call Transcript
Before proceeding to the formal business, let me introduce members of the Cytokinetics Board of Directors and management who are here with us today. One of them, Wendell Wierenga will be joining us in a few minutes.
Lynne Parshall who is our newest member of the Board; Robert Blum, the company’s President and Chief Executive Officer will be talking to you a bit later. And other members of management who are joining us today include Sharon Barbari, EVP, Finance and CFO; Marjorie Wagman, VP General -- Legal Affairs and General Counsel; [Aaron Kurtz], Senior Director of Finance; Joanna Goldstein; and Scott Jordan; and Dave Cragg, Senior Vice President, Human Resources. In addition, let me introduce [Adrian Bennett], our partner from PricewaterhouseCoopers.
Now I would like to turn the meeting over to Sharon Barbari to conduct the formal business of today’s meeting and thank you for coming.
Thank you, Pat. I have proof of affidavit signed by Robert Grasso, an employee of Computershare that notice of this meeting has been duly given and that the notice of the Annual Meeting of Stockholders proxy statement and proxy were mailed on April 9, 2013 to all stockholders of record at the close of business of March 28, 2013. The affidavit together with copies of the notice, proxy statement and proxy will be filed with the minutes of this meeting.
In addition, the Inspector of Election, James Kirkland of Computershare, who is here with us today has signed his oath of office. The oath of Inspector of Elections will be filed with the minutes of this meeting.
The Inspector of Elections has advise me that we have present in person and by proxy a sufficient number of shares to constitute a quorum, so the meeting is duly constituted. We will vote by proxy ballot today, if you have turned in a proxy and do not intend to change your vote, then it’s not necessary that you vote because we will count your proxy.
Those of you who did not turn in a proxy or wish to change your vote, should raise your hand and we will distribute to you blank proxy card for use for voting. Anyone need proxy card? Okay. I’ll have (inaudible). We’ll get one for you, hold on one second.
We will collect these cards at the end of the formal business segment of the meeting and the polls are now open for voting. (Inaudible) this gentlemen here would need the proxy card, okay. And the time is 1:37, the voting is now open.
The first item of business is the nomination an election of Directors. The following three directors are nominated by the Board of Directors as Class III Directors of the company to serve until our 2016 Annual Meeting. Santo J. Costa; John T. Henderson; and B. Lynne Parshall. Are there any other nomination for Directors? Since there are no other nominations the nominations are now closed. Those of you who are voting in person today should mark your proxy card indicating the way you wish to vote on this proposal.
The audio committee of the Board of Directors has selected PricewaterhouseCoopers LLP, independent auditors to audit Cytokinetics’ financial statement for the fiscal year ending December 31, 2013. The Board of Directors recommends that the stockholders ratified this appointment. Those of you who are voting in person today, should mark your proxy card indicating the way you wish to vote on this proposal.
The next item of business is a series of alternative amendment to the company’s Certificate of Incorporation to effect the Board of Directors -- to effect at the Board of Directors discretion a reverse stock split for all shares of the company's common stock outstanding or reserved for issuance at ratios of 2:1, 3:1, 4:1, 5:1, or 6:1 and for reverse stock split in the range of 3:1 to 6:1, a commensurate reduction in the number of authorized shares of the company's common stock.
The Board of Directors recommends that the stockholders approve this proposal. Those of you who are voting in person today should mark your proxy card indicating the way you wish to vote in this proposal.
Next is the proposed amendment to increase the number of authorized shares reserved for issuance under the 2004 Equity Incentive Plan as amended by 12 million shares. The Board of Directors recommends that the stockholders approve this proposal. Those of you who are voting in person today should mark your proxy cards indicating the way you wish to vote on this proposal.
The last item of business is the approval of an increase to the number of authorized shares reserved for issuance under the 2004 Employee Stock Purchase Plan by a 1 million shares. The Board of Directors recommends that the stockholders approve this proposal. Those of you who are voting in person today should mark your proxy card indicating the way you wish to vote on this proposal.