Welcome to the annual meeting for HOOKIPA Pharma Inc. Our host for today's call is Jörn Aldag, CEO. At this time, all participants will be in a listen-only mode. I will now turn the call over to your host. Mr. Aldag, you may begin.
Thank you. Good morning, everyone. My name is Jörn Aldag, Chief Executive Officer of HOOKIPA Pharma. With me is Jan van de Winkel, our Chairman. The meeting is now called to order. Nicolas Reischer , our Corporate Secretary, will record the minutes. It is a pleasure to welcome you to the 2024 annual meeting of HOOKIPA Pharma Inc. This meeting is being held in accordance with the Corporation's bylaws and Delaware law. The formal business at hand is described in our Notice and Proxy Statement, a copy of which was mailed on or about April 26, 2024, to all of our stockholders of record at the close of business on April 22, 2024. We're utilizing a virtual-only meeting format in order to leverage technology to enhance stockholders' access to the annual meeting by enabling attendance and participation from any location around the world.
We believe that the virtual-only meeting format gives stockholders the opportunity to participate fully and equally and without cost, and to exercise the same rights as if they had attended an in-person meeting. Regarding meeting logistics, you can view the agenda for today's meeting in the virtual meeting portal in the top right-hand corner of your screen. In the bottom right of the screen, you can also see links to our meeting materials, including our Annual Report, Proxy Statement, and Rules of Conduct for Today's Meeting. Before proceeding to the formal business, I would like to introduce the directors and officers of the Corporation who are with us today. Our outside directors are Jan van de Winkel, our Chairman, David Kaufman, Julie O'Neill, Tim Reilly, Malte Peters, and Terry Coelho.
Our officers are myself, Reinhard Kandera, the Chief Financial Officer, Klaus Orlinger, Chief Scientific Officer, Roman Necina, Chief Operations Officer, and Mark Winderlich, Chief Development Officer. Thank you. Our independent auditors, the firm of PwC Wirtschaftsprüfungs GmbH, is represented at this meeting by Reinhard Göschl and Gabor Krüpl. Our outside counsel, the firm of Cooley LLP, is represented by Divakar Gupta. Thank you. Now let's proceed to the formal business of the meeting, a notice of which was sent to all shareholders of record as of the close of business on April 22, 2024. Shareholders of record on that date are entitled to vote at this meeting. We have at this meeting a record of stockholders as of that date.
A duplicate record has been on file at the principal place of business of the Corporation for the last 10 days immediately prior to the date of this meeting and has been available for inspection by any stockholder during that period at any time during normal business hours. In order to expedite the flow of business, we will follow this sequence of events. First, the polls will be opened. Then, each of the matters to be voted on by the shareholders at this meeting will be presented in the order set forth in the Proxy Statement. We will follow the presentation of each proposal with the opportunity for shareholders to ask questions relating to that proposal. Once all proposals have been presented, the polls will be closed, and the formal meeting will be adjourned.
Meeting participants can enter a question online at any point during the meeting by typing it into the Ask- a- Question box at the bottom left of the screen. If you have a question or comment that relates to a proposal being presented today, please submit it as soon as possible and prior to the discussion of the proposal. If you have questions that are not related to the proposals, please submit them at any time. The Board of Directors has appointed Gene Capello to act as Inspector of Election for this annual meeting, and he will tabulate results of the voting. The Inspector of Election has signed the oath of his office, which will be filed with the minutes of this meeting.
Mr. Capello, do we have a [quorum present] ?
Mr. President. Of the 96,550,590 shares of common stock entitled to vote at the meeting, 68,318,237 shares are represented either in person or by proxy, and therefore a quorum is present.
I declare that a quorum is present. We may now proceed to transact the business for which this meeting has been called.
You may vote at the meeting through the virtual portal by clicking on the Vote- Here button towards the middle of your screen. If you have already voted before today's meeting and you do not wish to change your vote, you do not need to vote again at the meeting. Your vote will be cast as you have previously instructed. However, if you have already voted and now wish to change your vote, or if you have not already voted and you wish to vote now, please vote during this meeting by clicking on the Vote- Here button. It is now 10:06 on June 17, 2024, Eastern Time. The polls for each matter to be voted on at this Annual General Meeting are now open. Our first item of business is the election of directors.
At this meeting, we will be voting on two nominees for Class II directors to serve for a term of three years. All as set forth in the Proxy Statement, in accordance with the bylaws, your directors have nominated Timothy Reilly and Malte Peters to be elected to serve as Class II directors. The Corporation's bylaws require that a stockholder provide advance notice to the Corporation of the stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning the proposal? Does not seem to be the case. Anyone who is voting through the virtual portal, please submit your vote now.
The second item of business is the ratification of the appointment of PwC Wirtschaftsprüfungs GmbH as the Corporation's independent registered public accounting firm for the fiscal year ending December 31, 2024. The Audit Committee of the Board of Directors, which is comprised entirely of independent directors, appointed PwC Wirtschaftsprüfungs GmbH as the Corporation's independent registered public accounting firm to audit the Corporation's financial statements for the fiscal year ending December 31st, 2024. The Board of Directors approved the selection of PwC Wirtschaftsprüfungs GmbH and has asked the stockholders to ratify this election. Stockholder ratification is not required by the Corporation's bylaw. However, the Board of Directors is submitting this to the stockholders for ratification as a matter of good corporate governance.
If the stockholders do not approve the selection of PwC Wirtschaftsprüfungs GmbH as the Corporation's independent registered public accounting firm, the Board of Directors and the Audit Committee will reconsider the appointment but still may retain this firm. Are there any questions concerning the proposal? Not the case. Anyone who is voting through the virtual portal, please submit your vote now. The third item of business is the approval of an amendment to the Company's amended and restated certificate of incorporation to increase the total number of authorized shares of common stock from 200 million to 400 million shares. The Board of Directors has approved the amendment. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning this proposal? N ot seem to be the case. Anyone who is voting through the virtual portal, please submit your vote now.
The fourth item of business is the authorization of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of the Company's common stock, with a proportionate reduction in the authorized number of shares of the Company's common stock in the range of 1-for-2 to 1-for-10 at any time prior to June 17, 2025, if and as determined by the Company's Board of Directors. The Board of Directors may alternatively elect to abandon such proposed amendment and not effect the reverse stock split authorized by stockholders in its sole discretion. The Board of Directors has approved the amendment. The Board of Directors unanimously recommends that stockholders vote in favor of this proposal. Are there any questions concerning this proposal? Not the case. That concludes the voting on the proposals set forth in the Proxy Statement.
I will pause briefly to allow shareholders to submit any final votes. It is 10:06 Eastern Time in the U.S., Delaware time.
10:11.
I'm sorry. It's 10:11 on June 17, 2024, and the polls for each matter to be voted on at this meeting are now closed. No additional proxies or votes and no changes or revocations will be accepted. Inspector of Election, please report on the results of the voting.
With regard to Proposal 1, a plurality of the shares present or represented by proxy and entitled to vote has been voted in favor of the election of the two Class II directors nominated. With regard to Proposal 2, a majority of the votes properly cast on the matter have been voted in favor of the ratification of PwC Wirtschaftsprüfungs GmbH as the Corporation's independent registered accounting firm for the fiscal year ending December 31, 2024. With regard to Proposal 3, a majority of the shares outstanding and entitled to vote on the matter have been voted in favor of an amendment to the Company's Amended and Restated Certificate of Incorporation to increase the total number of authorized shares of common stock from 200 million shares to 400 million shares.
With regard to Proposal 4, a majority of the shares outstanding and entitled to vote on the matter have been voted in favor of the authorization of an amendment to the Company's Amended and Restated Certificate of Incorporation to effect a reverse stock split of company common stock.
Thank you, Mr. Capello. I declare that all of the proposals presented at the meeting have been overwhelmingly ratified or approved by the stockholders. The final results of voting, including any ballots and proxies recorded during this meeting, will be set forth in the report of the Inspector of Election and will be included in the minutes of this meeting. The final results will also be included in our reports filed with the SEC. There being no other matters for consideration at this meeting, I hereby adjourn the meeting. Thanks very much.
This now concludes the meeting. Thank you for joining and have a pleasant day.