Glaukos Corporation (GKOS)
NYSE: GKOS · Real-Time Price · USD
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2024

May 30, 2024

Operator

Good morning, and welcome to the 2024 Annual Meeting of Stockholders of Glaukos Corporation. Please note that this event is being webcast. I would now like to turn the conference over to Mr. Tom Burns, Chairman of the Board of Directors and CEO of Glaukos Corporation. Mr. Burns, please go ahead.

Thomas W. Burns
Chairman and CEO, Glaukos Corporation

Good morning, everyone. I am Tom Burns, Chairman and CEO of Glaukos Corporation. Thank you for joining our 2024 Annual Meeting of Stockholders. I will act as chair for the meeting. I now call the meeting to order. We are hosting this annual meeting virtually. Virtual meeting is an annual meeting that takes place exclusively via webcast, and we believe that this format allows for increased stockholder access and participation. I would now like to turn the meeting over to Diana Scherer, Deputy General Counsel and Corporate Secretary of Glaukos Corporation, for some brief procedural announcements.

Diana Scherer
SVP, Legal, Intellectual Property and Corporate Secretary, Glaukos Corporation

Good morning, and welcome. The agenda and the rules of conduct for today's meeting are available for viewing during this webcast. Stockholders who would like to ask a question during the meeting, may do so by typing the question where indicated on the webcast portal. We will be happy to respond to appropriate questions about the proposals being voted on today after all of the proposals are presented. We will also conduct a brief question and answer session at the end of the meeting if our stockholders have any business-related questions. Please note that only stockholders are permitted to ask questions. This meeting is being officially recorded, and for that reason, no one attending this meeting, either online or by telephone, is permitted to use any audio recording device.

Thomas W. Burns
Chairman and CEO, Glaukos Corporation

Thank you, Diana. At this time, I'd like to introduce the members of the Glaukos Board of Directors who are present or otherwise participating on the call today. In addition to myself, they are Mark Foley, who is our Lead Independent Director, David Hoffmeister, Dr. Gilbert Kliman, Marc Stapley, Denice Torres, Aimee Weisner, and Dr. Leana Wen. I'd also like to introduce the company's officers who are present on the call today. Joe Gilliam, our President and Chief Operating Officer, Alex Thurman, our Senior Vice President and Chief Financial Officer, and Robert Davis, our Senior Vice President and General Counsel. Also in attendance at today's meeting is Kim Letch, a partner at Ernst & Young LLP, our independent registered public accounting firm. She will be available during the question and answer session to respond to appropriate questions.

I would also like to introduce Louis Larson, a representative of Broadridge Financial Solutions, who has been appointed as Inspector of Elections and will tabulate the voting results for today's meeting. Ms. Scherer is serving as Secretary for the annual meeting. Ms. Scherer, would you please report on mailing of the notice for the annual meeting, the number of shares represented at the meeting, and whether a quorum is present?

Diana Scherer
SVP, Legal, Intellectual Property and Corporate Secretary, Glaukos Corporation

I hereby present an affidavit of Broadridge Financial Solutions, attesting that notice of today's annual meeting was made available to all stockholders of record of Glaukos Corporation, commencing on April 16, 2024. The affidavit will be included with the minutes of this meeting. On the record date of April 5, 2024, there were 50,188,369 shares of common stock outstanding and entitled to vote at this meeting. I am advised by the Inspector of Elections that stockholders holding approximately 95% of the outstanding shares of common stock entitled to vote are present at this meeting in person or represented by proxy. A quorum is therefore present, and business is authorized to be transacted at this meeting.

Thomas W. Burns
Chairman and CEO, Glaukos Corporation

Thank you. I will now proceed with the formal business of the meeting. There are five items of business to be considered and voted on by stockholders. The first item of business is the election of three Class III directors to serve a term that expires at the company's 2027 Annual Meeting of Shareholders, and until their respective successors are duly elected and qualified. The board of directors nominees are myself, Tom Burns, Dr. Leana Wen, and Marc Stapley. Because no other nominations were received in accordance with the advance notice provisions of Glaukos' bylaws, all nominations are now closed. The board of directors recommends a vote for all of the director nominees. The second item of business is the proposal to approve the Glaukos Corporation Amended and Restated 2015 Incentive Compensation Plan. The board of directors recommends a vote for approval of the amended and restated plan.

The third item of business is the proposal to approve, on an advisory basis, the frequency of future advisory vote, votes on the compensation of the company's named executive officers. The board of directors recommends a vote of every 1 year as the preferred frequency for future advisory votes on named executive officer compensation. The fourth item of business is the proposal to approve, on an advisory basis, the compensation of the company's named executive officers as described in the proxy statement. We are asking shareholders to vote on the following resolution. Resolved, that the company's stockholders approve on an advisory basis, the compensation paid to the company's named executive officers set forth under the heading Executive Compensation, including the compensation discussion and analysis, summary compensation table and the related compensation tables and narrative disclosed in the proxy statement for the 2024 annual meeting of stockholders.

The board of directors recommends a vote for the approval on an advisory basis of the compensation of the company's named executive officers. The fifth and final item of business is the proposal to ratify the appointment of Ernst & Young LLP to serve as Glaukos' independent registered public accounting firm for the year ending December 31st, 2024. The board of directors recommends a vote for ratification of the appointment of Ernst & Young LLP. That concludes the introduction of all matters requiring a stockholder vote today. Are there any questions on any of the proposals? The polls are now open for voting on the proposals. The voting today is by proxy and electronic ballot. If you have already submitted a proxy by telephone, mail, or over the Internet and do not wish to change your vote, you don't need to do anything at this time.

Any stockholder who hasn't yet voted or wishes to change their vote, may do so by clicking on the Vote Here button on the webcast portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you may submit your electronic ballot now in order for your vote to be counted by the Inspector of Elections. We will leave the polls open for a few moments to allow anyone who chooses to vote electronically to cast their ballots. Now that everyone has had the opportunity to vote, I declare the polls closed. Mr. Larson, the Inspector of Elections, will now report on the preliminary voting results. Mr. Larson?

Luis Larson
Inspector of Elections, Broadridge Financial Solutions

With respect to proposal one, Tom Burns, Dr. Leana Wen, and Mark Stapley each received a plurality of the votes cast on the proposal at today's annual meeting, representing in excess of 96% of the shares of common stock present or represented by proxy, and entitled to vote on the proposal. With respect to proposal two, stockholders holding in excess of 69% of the shares of common stock present or represented by proxy and entitled to vote at today's annual meeting, voted for the approval of the Glaukos Corporation amended and restated 2015 Incentive Compensation Plan.

With respect to proposal three, stockholders holding in excess of 97% of the shares of common stock present or represented by proxy and entitled to vote on the proposal at today's annual meeting, voted on an advisory basis for one year as the frequency of future advisory votes on the compensation of the company's named executive officers. With respect to proposal four, stockholders holding in excess of 95% of the shares of common stock present or represented by proxy and entitled to vote on the proposal at today's annual meeting, voted for the approval on an advisory basis of the compensation of the company's named executive officers.

With respect to proposal five, stockholders holding in excess of 99% of the shares of common stock present or represented by proxy and entitled to vote on the proposal at today's annual meeting, voted for ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year 2024.

Thomas W. Burns
Chairman and CEO, Glaukos Corporation

Thank you, Mr. Larson. Based on the results tabulated by the Inspector of Elections, the vote shows that stockholders have elected each of myself, Dr. Wen, and Mr. Stapley as Class III directors for a term expiring at the 2027 annual meeting of stockholders, and until their respective successor has been duly elected and qualified. Second, approved the Glaukos Corporation amended and restated 2015 Incentive Compensation Plan. Third, approved on advisory basis one year as the frequency of future advisory vote on Glaukos' named executive officer compensation. Fourth, approved on advisory basis, the compensation of Glaukos' named executive officers. Fifth, ratified the appointment of Ernst & Young, LLP, as Glaukos' independent registered public accounting firm for fiscal 2024. The final results of today's vote will be reported in a Form 8-K filed with the Securities and Exchange Commission within the next four business days.

Ladies and gentlemen, that concludes our planned agenda. There is no other formal business before the meeting today, and I now declare that the meeting is adjourned.

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