Atara Biotherapeutics, Inc. (ATRA)
NASDAQ: ATRA · Real-Time Price · USD
4.760
-0.120 (-2.46%)
At close: May 5, 2026, 4:00 PM EDT
4.744
-0.016 (-0.34%)
After-hours: May 5, 2026, 6:09 PM EDT
← View all transcripts

AGM 2024

Jun 10, 2024

Pascal Touchon
President and CEO, Atara Biotherapeutics

Good morning. I am Pascal Touchon, and I'm the President and Chief Executive Officer, and a member of the board of Atara Biotherapeutics. I am very happy to welcome you to the Atara Biotherapeutics 2024 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 via teleconference. The members of the board with us virtually today are Carol Gallagher, Chair of the Board, Matthew Fust, and William Heiden.

The officers of the company with us virtually today are Eric Hyllengren , Executive Vice President, Chief Financial Officer, Amar Murugan, Executive Vice President, Chief Legal Officer, Dan Matias, Executive Vice President, Chief Business Officer, Cokey Nguyen, Executive Vice President, Chief Scientific and Technical Officer, and Jill Henrich, Executive Vice President, Global Regulatory Affairs and Quality. I would also like to introduce Tricia Siegel of Deloitte & Touche LLP, the company's independent registered public accounting firm, and Carlton Fleming of Sidley Austin LLP, the company outside legal counsel, who are also in attendance virtually and available to respond to appropriate questions. Amar Murugan, our Chief Legal Officer and Corporate Secretary, will act as secretary for the meeting. The meeting will now officially come to order.

The time is now 9:00 A.M. Pacific Time on June 10, 2024, 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 one year after the date of the meeting at this meeting site, virtualshareholdermeeting.com/Atara2024. We will proceed with the formal business of the meeting in the order set forth in your notice of annual meeting and proxy statement. We will first present the 8 proposals submitted for approval.

Please, save all questions related to the proposal 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 proposal, if any, and thereafter, we will 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 by logging into the meeting website as a stockholder, using the 16-digit control number you received with your proxy materials and clicking the link provided on the screen. Following the conclusion of the formal part of our meeting, and if we have time, we will try to answer appropriate questions submitted. Stockholders who are attending this meeting with a valid 16-digit control number can submit questions through 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?

Amar Murugan
EVP and Chief Legal Officer, Atara Biotherapeutics

I have at this meeting a complete list of the stockholders of record of the company's common stock on April 15, 2024, the record date for this meeting. The list has been available for examination by any stockholder, for purposes germane to the meeting, during ordinary business hours at our corporate headquarters for the past 10 days, and 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 14, 2024, certifying that on April 29, 2024, 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 15, 2024.

Pascal Touchon
President and CEO, Atara Biotherapeutics

At this time, I am appointing Carlton Fleming of Sidley Austin LLP to act as the Inspector of Election at this meeting. Mr. Fleming has taken and subscribed to the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records 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?

Amar Murugan
EVP and Chief Legal Officer, Atara Biotherapeutics

I've been informed by the Inspector of Election that proxies have been received for 95,973,255 of the 120,416,138 shares of common stock outstanding on the record date, which represents approximately 79.7% 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.

Pascal Touchon
President and CEO, Atara Biotherapeutics

There are eight proposals to be considered by the stockholders at this meeting. The first item of business is the election of two directors to serve until the 2027 annual meeting of stockholders, and until their successors are elected. The nominees for directors are William K. Heiden and Ameet Mallik. 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 S-K, including the compensation discussion and analysis, compensation tables, and narrative discussion that accompanies the compensation table, is hereby approved.

The third item of business today is the ratification of the selection of Deloitte & Touche LLP as independent registered public accounting firm of the company for the fiscal year ending December 31, 2024. The fourth item of business today is the approval of the company's 2024 Equity Incentive Plan. The fifth item of business today is the approval of an automatic annual increase to the company's 2024 Equity Incentive Plan. The sixth item of business today is the approval of an increase in the shares of common stock available for issuance under the company's 2014 Employee Stock Purchase Plan.

The seventh item of business today is a proposal to approve an amendment to the company's amended and restated certificate of incorporation to effect a reverse stock split of the company's common stock at a ratio ranging from any whole number between 1-for-4 and 1-for-30, as determined by the company's board of directors in its discretion, subject to the board authority to abandon such amendments. The eighth item of business today is a proposal to approve the adjournment of the annual meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies in the event there is no sufficient vote in favor of the amendment to the company's amended and restated certificate of incorporation to effect a reverse stock split of the company's common stock. That was the final proposal for today's meeting.

As a reminder, we'll now review and answers questions that pertain to the aforementioned proposal. There are no questions. The time is now 9:09 A.M. on June 10, 2024, and the polls are now closed for voting. May we have the preliminary results of the voting?

Amar Murugan
EVP and Chief Legal Officer, Atara Biotherapeutics

The report of the inspector of election covering the proposals presented at this meeting is as follows: The proposal to elect William Heiden and Ameet Mallik 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 & Touche LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2024, is ratified. The proposal to approve the company's 2024 equity incentive plan is approved. The proposal to approve an automatic annual increase to the company's 2024 equity incentive plan is not approved. The proposal to approve an increase in the number of shares of common stock available for issuance under the company's 2014 employee stock purchase plan is approved.

The proposal to amend the company's amended and restated certificate of incorporation to effect a reverse stock split of the company's common stock is approved. The proposal to adjourn the annual meeting to a later date or dates, if necessary, to permit further solicitation, is approved. A full tally of the final voting results will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within 4 business days of this meeting.

Pascal Touchon
President and CEO, Atara Biotherapeutics

This concludes the formal portion of today's 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.

Moderator

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Powered by