AGM 2020

Jun 16, 2020

Welcome to the Annual Meeting of Stockholders of Atara Bio Therapeutics. Your host will be Pascal Tuchon, President and Chief Executive Officer of Atara Bio Therapeutics. Pascal, you may now begin. Good morning. This is Pascal Tuchamp, President and Chief Executive Officer and a member of the Board of Atara Bio Therapeutics. I'm very happy to welcome you to the Atara Biotherapeutics 2020 Annual Meeting of Stockholders. Before I call the meeting to order, I would like to introduce to you the members of the Board and the members of the business team who are with us today at teleconference. The members of the board with us virtually today are Ron Renaud, Chair of the Board Roy Bains Eric Dobmeier Matthew First Carl Gallagher, Bill Reiden, Maria Gracia Roncarolo and Beth Seidenberg. The officers of the company with us virtually today are Utpal Copica, Chief Financial Officer Kristin Yarema, Chief Commercial Officer Jacob DuPont, Global Head of Research and Development Amar Murugan, General Counsel Steve Bertrand, Global Head, Human Resources and A. J. Joshi, Chief Medical Officer. I would also like to introduce Kevin Durek and Boris Rux of Deloitte and Touche LLP, the company's independent registered public accounting firm and Carlton Fleming of Coulee LLP, the company's outside legal counsel, were also in attendance virtually and available to respond appropriate questions. Amar Meergan, our General Counsel and Corporate Secretary, will act as secretary for the meeting. The meeting will now officially start. The time is now 9:0:2 a. M. Pacific Time on June 16, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. As you know, we are hosting today's meeting through a virtual online platform hosted by Broadridge Financial Solutions. This meeting is being recorded and will be archived for 1 year after the date of meeting at this meeting site www.virtualshareholdermeeting.com/hfrat2020. 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 3 proposals submitted for approval. Please save all questions related to the proposals for after all of the proposals have been presented, after which we will announce the preliminary results of the voting. As I mentioned earlier, the polls are open for voting on all matters presented. After I describe each item to be voted on, we will take questions germane to the proposals, if any, and thereafter, we'll close the polls. We will not accept ballots, proxies, revocation or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now, and your shares will be voted as previously instructed. 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. If you have not voted, I encourage you to vote online now. Following the conclusion of the formal part of our meeting, we will try to answer any such appropriate questions submitted as and if we have time. Stockholders who are attending this meeting with a valid 16 digit control number can submit questions from the text box located on your screen. Guests to the meeting will not be able to ask questions. Will the secretary of this meeting please report at this time with respect to the mailing of the notice of the annual meeting and the stockholder list? I have at this meeting a complete list of the stockholders of record of the company's common stock on April 17, 2020, the record date for this meeting. The list is available for inspection during this meeting for any reason germane to this meeting. If you wish, please click on the link on your online portal to view the list. I also have an affidavit dated May 8, 2020, certifying that on April 24, 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 April 17, 2020. At this time, I'm appointing Carlton Fleming of Coulee LLP to act as the Inspector of Election at this meeting. Mr. Fleming has taken and subscribed to the customary House of Office to execute his duties with strict impartiality. We will file this off with a record of the meeting. His function is to decide upon the qualification of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum? I have been informed by the Inspector of Election that proxies have been received for 54,000,000 848,984 of the 58,952,000 and 45 shares of common stock outstanding on the record date, which represents approximately 93.04% 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. We will now proceed with the formal business of this meeting. There are 3 proposals to be considered by the stockholders at this meeting. The first item of business is the election of 2 directors to serve until the 20 23 Annual Meeting of Stockholders and until their successors are elected. The nominees for directors are Pascal Tuchon, DVM, Karol Gagay, FOUNDY. The second item of business today is the proposal to approve on an advisory basis the compensation paid to the company's named executive officers as described in a proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: Resolved that the compensation paid to the company's named executive officers, as disclosed pursuant to Item 402 of Regulation SK, including the compensation discussion and analysis, compensation tables and narrative discussion that accompanies the compensation tables is hereby approved. The 3rd item of business today is a ratification of the selection of Deloitte and Touche 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'll now review and answer questions that pertain to the aforementioned proposals. There are no questions. The time is now 9 0.8 a. M. On June 16, 2020, and the polls are now closed for voting. May we 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 Pascal Tuchamp, DBM and Carol Gallagher, PharmD as Directors of the company is carried. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. The appointment of Deloitte and Touche LLP at the independent registered public accounting firm of the company the fiscal year ending December 31, 2020 is ratified. A full tally of the final voting results will be published in our current report on Form 8 ks, which will be filed with the Securities and Exchange Commission within 4 business days of this meeting. This concludes the formal portions of today's meeting. We will now try to address the questions that could be addressed by our stockholders that are germane to this meeting. It appears there are no additional questions. Thank you again for your attendance at today's meeting and for your continued support of Atara Biotherapeutics. This meeting is concluded. Thank you. Ladies and gentlemen, this concludes your call. You may now disconnect.