CytoDyn Inc. (CYDY)
OTCMKTS · Delayed Price · Currency is USD
0.3100
+0.0010 (0.32%)
Apr 29, 2026, 3:59 PM EST
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AGM 2024

Nov 22, 2024

Operator

Hello and welcome to the annual meeting of stockholders of CytoDyn Inc. Today's meeting is being recorded. Please note if you have already submitted your vote prior to today's meeting, you do not need to submit your vote again during today's meeting unless you wish to change your previous vote. During the meeting, you can submit questions or comments through chat at any time by clicking on the Q&A icon. Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting. You may also submit questions on our business operations and related issues, which will be addressed as appropriate via a future company update. It is now my pleasure to turn today's meeting over to Tanya Urbach, Chair of the Board of Directors of CytoDyn Inc. Ms. Urbach, the floor is yours.

Tanya Durkee Urbach
Chair of the Board of Directors, CytoDyn Inc.

Good morning, ladies and gentlemen. I'm Tanya Durkee Urbach, the Chair of the Board of Directors of CytoDyn. It's my pleasure to welcome you to CytoDyn's 2024 annual meeting of stockholders. We are holding today's meeting as a virtual webcast. Pursuant to the company's bylaws, I will act as the presiding officer of this meeting. The time is now 9:31 A.M. Pacific Time on November 22nd, 2024, and I hereby call this meeting to order and declare the polls open for each matter to be voted upon today. You may vote your shares by ballot by clicking the link labeled "Shareholder Ballot" on the right-hand side of your screen. Tyler Blok, our Chief Legal Officer, will act as Secretary of this meeting and record the minutes.

We also have members of our Board of Directors and executive team attending our meeting today, as well as Syed Husseini of Computershare, our transfer agent and inspector of election, and representatives from Marcum LLP, our independent public accounting firm. In order to ensure that the business of the meeting proceeds in an orderly fashion, we ask that you please observe the rules and procedures for the meeting, which may be accessed on the right-hand side of the virtual meeting console. We do not expect any technical difficulties today. However, in the event we lose our webcast connection or otherwise experience technical difficulties, please allow for some time for these difficulties to be resolved. Our operator may also provide updates through the phone bridge. This annual meeting is being held in accordance with the company's organizational documents and Delaware law.

During the meeting, we will address the matters described in the company's proxy statement dated October 11th, 2024. Questions or comments will be limited to the matters to be voted on at this meeting and must comply with the rules and procedures for the meeting. Questions or comments may be submitted by clicking the Q&A icon on the right-hand side of your screen, typing your question, and clicking "Send." You may also submit questions on our business operations and related issues, which will be addressed as appropriate via a future company update. I have proof by affidavit that the notice of internet availability of proxy materials for the meeting was mailed on or about October 11th, 2024, to all stakeholders of record at the close of business on September 30th, 2024, which was the record date for the meeting.

Copies of the proxy statement, which includes the notice of meeting and the affidavit of mailing, will be filed with the minutes of the meeting. We have appointed Syed Husseini of Computershare to act as inspector of election for this meeting. The inspector of election has signed an oath of office, which will be filed with the minutes of this meeting. The inspector of election has a list of the company's stockholders of record as of the record date. The list of the company's stockholders of record as of the record date is available for inspection during this meeting on the virtual meeting website. The inspector of election has advised me that we have present virtually or by proxy a majority of the voting power of all issued and outstanding shares of our voting stock entitled to vote at the annual meeting.

Accordingly, we will proceed with the business of the meeting on the assumption that a quorum is present, pending final confirmation by the inspector of election. Let me briefly describe the voting procedures. Stockholders of record as of the close of business on the record date who are attending the meeting may vote their shares by ballot until we announce that the polls are closed. If you have already submitted your vote for your shares, you do not need to vote today by ballot unless you want to change your previous vote. If you wish to vote by ballot today, please access the ballot available on the right-hand side of your console and follow the instructions provided. Voting by ballot at this meeting revokes any prior proxy you may have submitted. Remember, you must submit your ballot before the polls close in order for it to be counted.

The first item of business is the election of directors. As indicated in the company's proxy statement, at today's meeting, five directors will be elected to serve on the board of directors for a one-year term until their respective successors are duly elected and qualified or until his or her earlier death, resignation, or removal. All of the company's nominees have been duly nominated. Our Nominating and Corporate Governance Committee has recommended, and our Board of Directors has approved, Tanya Durkee Urbach, Dr. Lishomwa C. Ndhlovu, Dr. Karen J. Brunke, Ryan M. Dunlap, and Stephen M. Simes as nominees for election to the board of directors at this meeting. The second item of business is the ratification on an advisory basis of the election of Marcum LLP as our independent registered public accounting firm for the fiscal year ending May 31st, 2025.

The third item of business is the approval on advisory basis of the compensation of our named executive officers. Our Board of Directors has unanimously recommended that you vote for each of the board's director nominees and for each of the other two proposals. Our proxy statement for this meeting contains information about each proposal. If you are voting today, you must submit your votes at this time in order for them to be counted by the inspector of election. The inspector of election will not accept ballots, proxies, or votes, or any changes or revocations submitted after the closing of the polls. I will now pause briefly to allow for voting. The polls for each matter to be voted on at this meeting will close shortly. It is now 9:39 A.M. Pacific Time, and the polls for each matter to be voted on at this meeting are now closed.

Based on the preliminary tabulation by the inspector of election, we believe that each of the company's director nominees has been elected to serve on the board until the company's 2025 annual meeting of stockholders. The proposal to ratify the selection of Marcum LLP as our independent registered public accounting firm for the fiscal year ending May 31st, 2025, has been approved, and the proposal to approve the compensation of our named executive officers has been approved. Again, these are the preliminary results of voting. The final results of voting will be set forth in the report of the inspector of election and will be included in the minutes of the meeting. The final results will also be reported in a current report on Form 8-K that the company will file with the Securities and Exchange Commission in due course.

This concludes the formal business of today's annual meeting of stockholders. I declare that the 2024 annual meeting of stockholders is hereby adjourned at 9:40 A.M. Pacific Time on November 22nd, 2024.

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