Good morning, and welcome to the special meeting of stockholders of Catalyst Pharmaceuticals, Inc. Before we get started, I would like to go over a few items so you know how to participate in today's meeting. You have joined the special stockholders meeting using your computer's speaker system by default. If you wish to listen in to the meeting by telephone, you may use the phone number included in the proxy statement for the meeting, which is also set forth on the website for today's special meeting. Please note that no one attending this meeting via the virtual meeting platform is permitted to use any audio or video recording devices. I would now like to introduce Patrick J. McEnany, the Chairman of the Board of Directors of Catalyst Pharmaceuticals, Inc., who will preside over today's meeting.
Good morning, and welcome to the special meeting of the stockholders of Catalyst Pharmaceuticals, Inc. I am Patrick McEnany, the Chairman of Catalyst's Board of Directors. The board of directors has authorized that I preside over this meeting as chairperson. Pursuant to Catalyst's certificate of incorporation and bylaws, the chairperson can administer this meeting, set its rules, regulations, and procedures. Before this meeting begins, I want to welcome you and express the thanks of Catalyst's board of directors and management for your attendance here today. Our agenda for this meeting calls for your vote on three matters described in the definitive proxy statement for this meeting. In accordance with Catalyst's certificate of incorporation and bylaws, no other business may be transacted at this meeting.
Before the formal business of this meeting begins, I would first like to introduce you to other members of our board of directors and our executive officers. Directors, Richard Daly, our President and CEO, Dr. David Tierney, Donald Denkhaus, Molly Harper, Tamar Thompson, and Daniel J. Curran. Executive officers, in addition to Mr. Daly, Dr. Steven Miller, our Chief Operating Officer and Chief Scientific Officer, Dr. William Andrews, our Chief Medical Officer, Michael Kalb, our Chief Financial Officer, Dr. Preethi Sundaram, our Chief Strategy Officer, Brian Elsbernd, our Chief Compliance Officer and Chief Legal Officer, Jeffrey Del Carmen, our Chief Commercial Officer, and Greg Russo, our Chief Human Resources Officer. I would now like to introduce you to our Corporate Secretary, Philip Schwartz of Akerman LLP, who will serve as the secretary of this meeting.
It is now just after 9:00 A.M. Eastern Time, and this meeting is officially called to order. The board of directors has delegated to a special stockholder meeting committee of the board the authority to make decisions with respect to the special meeting. The committee has previously set the close of business on June 3rd, 2026, as the record date for this meeting. A list of our stockholders of record as of that date has been on file in our headquarters for the past 10 days and has been made available for inspection by any requesting stockholder. Catalyst has received confirmation that the notice and the definitive proxy statement for this meeting were mailed to all stockholders of record of Catalyst as of the record date of June 3rd, 2026, which confirms that notice of this meeting has been given in accordance with Catalyst's certificate of incorporation and bylaws.
Mr. Schwartz, will you please present to the meeting a list of the stockholders of Catalyst entitled to notice of and to vote at the meeting?
I hereby present to the meeting the list of the stockholders of Catalyst entitled to notice of and to vote at the meeting. The stockholder list, arranged in alphabetical order, showing stockholders of Catalyst at the close of business on June 3rd, 2026, the record date fixed for the determination of stockholders entitled to notice of and to vote at this meeting, shows that there were outstanding on the record date and entitled to vote at this meeting, a total of 122,417,458 shares of Catalyst common stock. Each share of Catalyst common stock is entitled to one vote.
Mr. Schwartz, will you now present the affidavits of mailing certifying that the mailing of a combined notice of special meeting of stockholders and proxy statement dated June 8th, 2026, and related proxy card were mailed to Catalyst stockholders entitled to notice of and to vote at this meeting?
Mr. McEnany, I present to the meeting affidavits of mailing signed by Continental Stock Transfer & Trust Company, showing that the combined notice of special meeting of stockholders and proxy statement dated June 8th, 2026, and related proxy card were mailed to Catalyst stockholders entitled to notice of and to vote at the meeting on the record date starting on June 9th, 2026, and completed on June 10th, 2026.
The affidavits of mailing will be annexed to the minutes of this meeting. Mr. Schwartz has been appointed by the special stockholders meeting committee of the board to act as the Inspector of Election for this meeting. As the Inspector of Election, Mr. Schwartz is responsible for canvassing the votes cast on the matters noted in the notice of special meeting of stockholders and proxy statement for this meeting and reporting the results. Mr. Schwartz has also confirmed that he, immediately prior to the start of this meeting, has received the ballot of appointed proxies, which Mr. Kalb will submit during the voting on behalf of the stockholders who have duly appointed him as their proxy. I will now ask Mr. Schwartz to present to the meeting the oath of Inspector of Election, which will be annexed to the minutes of this meeting.
Mr. McEnany, I present to the meeting the oath of Inspector of Election, which I have signed.
I am asking the Inspector of Election to determine the number of shares of Catalyst's common stock represented at this meeting, in person or by proxy, and to advise us whether or not a quorum is present. I now call on Mr. Schwartz to make his report.
As Inspector of Elections, I find that the number of shares present virtually or represented by proxy constitutes a majority of the issued and outstanding shares of Catalyst common stock entitled to vote as of the record date of June 3rd, 2026. We therefore have a quorum, and this special meeting is duly constituted.
Since a quorum is present, we will now proceed with this meeting. There are three items of business, as stated in the definitive proxy statement, to be acted upon at this meeting. Namely, First, to consider and vote upon the proposal to adopt the agreement and plan of merger dated May 6th, 2026, by and among Catalyst, Angelini Pharma S.p.A., an Italian Società per Azioni, and Angelini Cello, Inc., a Delaware corporation, and wholly owned subsidiary of Angelini Pharma S.p.A., pursuant to the terms of which Angelini Cello, Inc. will merge with and into Catalyst, the merger, with Catalyst surviving the merger as a wholly owned subsidiary of Angelini Pharma S.p.A.. We call this proposal the merger proposal. We will refer to the agreement and plan of merger as the merger agreement.
Second, to consider and vote upon a proposal to approve on a non-binding advisory basis the compensation that may be paid or become payable to Catalyst's named executive officers that is based on or otherwise relates to the merger and/or the other transactions contemplated by the merger agreement. We will call this proposal the compensation proposal. Number three, to consider and vote upon a proposal to adjourn the special meeting to a later date or dates as provided in the merger agreement, if necessary or appropriate, to solicit additional votes if there are insufficient votes in favor of the merger proposal at the time of the special meeting. We will call this proposal the adjournment proposal.
Approval of the merger proposal requires the affirmative vote of the holders of a majority of the outstanding shares of our common stock entitled to vote as of the close of business on the record date June 3rd, 2026. The approval of the compensation proposal, which is a non-binding advisory vote, requires the affirmative vote of the majority of the shares of our common stock present or represented by proxy at this special meeting and entitled to vote thereon. The approval of the adjournment proposal, if necessary or appropriate, requires the affirmative vote of a majority of the shares of our common stock present or represented by proxy at the special meeting and entitled to vote thereon. We will now proceed to the consideration of these matters. A link to the voting portal is included on the webpage for this special meeting.
You will be able to vote in the manner permitted on the portal on which this virtual meeting is taking place. If you have already submitted your proxy, please do not vote at the meeting unless you want to revoke your proxy and cast your vote in person at this meeting. Please vote on each matter as soon as the motion regarding such matter has been made and seconded and the polls are opened. The electronic votes submitted at this meeting through the voting portal will be collected after all of the matters to be considered at this meeting have been voted upon. After certification, Catalyst will publicly announce the results of the voting on items presented at this meeting. We will now proceed to the consideration of the merger proposal.
I move that the following motion be adopted. Resolved, the proposal to adopt the agreement and plan of merger dated May 6th, 2026, by and among Catalyst, Angelini S.p.A., an Italian Società per Azioni Angelini Cello Inc, a Delaware corporation and wholly owned subsidiary of Angelini Pharma S.p.A., pursuant to the terms of which Angelini Cello Inc will merge with and into Catalyst, the merger, with Catalyst surviving the merger as a wholly owned subsidiary of Angelini Pharma S.p.A., is hereby approved.
I second the motion.
It is 9:12 A.M. Eastern Time on July 8th, 2026. I declare the polls open for the merger proposal.
As proxy for the shares represented by the proxies submitted prior to this meeting, I hereby cast the votes as directed on the ballot of appointed proxies with respect to the merger proposal.
It is now 9:13 A.M. Eastern Time on July 8, 2026. I declare the polls closed with regard to the merger proposal. We will now move on to consideration of the compensation proposal.
I move that the following resolution be adopted. Resolved that the stockholders of Catalyst Pharmaceuticals, Inc. approve on a non-binding basis, advisory basis, excuse me, the compensation that may be paid or become payable to Catalyst's named executive officers that is based on or otherwise relates to the merger and/or the other transactions contemplated by the merger agreement.
I second the motion.
It is now 9:14 A.M. Eastern Time on July 8, 2026. I declare the polls open for the compensation proposal.
As proxy for the shares represented by the proxies submitted prior to this meeting, I hereby cast the votes as directed on the ballot of appointed proxies with respect to the compensation proposal.
It is now 9:15 A.M. Eastern Time on July eighth, 2026. I declare the polls closed with regard to compensation proposal. At this point, I would request that the Inspector of Election provide a preliminary report on the votes taken at this meeting in person or by proxy.
Mr. Chairman, as Inspector of Elections for this meeting, I am pleased to report that the merger proposal has been approved by the requisite vote of stockholders required to approve such proposal. The merger proposal has been approved, we do not need to present the third item of business related to the adjournment of this meeting. Further, the compensation proposal has not been approved by the requisite vote of stockholders required to approve such proposal. As a reminder, approval of the compensation proposal is advisory and non-binding and is not a condition to the completion of the merger.
Given that there is no further business to be conducted at this meeting, pursuant to my authority as the chairperson of the meeting, I declare this meeting adjourned. Thank you for attending our special meeting of stockholders. Have a great day.