Liquidia Corporation (LQDA)
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AGM 2020

Jun 18, 2020

Speaker 1

Hello, and welcome to the Annual Meeting of Stockholders of Liquidia Technologies Inc. Please note that today's meeting is being recorded. During the meeting, you will have the opportunity to send questions to the company. You can submit questions at any time by clicking on the message icon on your screen. Approximately fifteen minutes has been set aside at the end of the formal portion of the meeting to respond to questions from stockholders.

We ask that along with your question, you provide your name and contact information. It is now my pleasure to turn today's meeting over to Neil Fowler, Chief Executive Officer of Liquidia Technologies and Chairman of the Annual Meeting. Mr. Fowler, the floor is yours.

Speaker 2

Thank you very much. Good afternoon, and welcome to Liquidia Technologies twenty twenty Annual Meeting. I'm Neil Fowler, Chief Executive Officer of the company, and I am joined with by Sean Glynn, Vice President of Legal Affairs and Secretary of the company, who will also serve as Secretary of the meeting today. Will the meeting please come to order? Let me take this opportunity to welcome all of those virtually present at the Annual Meeting of Stockholders of Liquidia Technologies Inc.

Due to continued public health concerns resulting from the COVID-nineteen pandemic and government recommended and required limits on public gatherings and to protect the health and safety of the company's stockholders, directors and employees, This year's annual meeting is being held in a virtual only meeting format. This allows stockholders regardless of physical location to participate in today's meeting. Not only can you listen to the meeting, but you can also submit questions and vote your shares online prior to the closing of the polls in accordance with the instructions you received prior to the meeting. The polls are now open. We will get started with the technical phase of the meeting in a few moments.

But first, we would like to direct your attention to the agenda and rules of conduct and procedures, a copy of which has been posted to the online meeting portal. Among other items, the rules of conduct and procedures describe the procedures for asking questions at the meeting. We will only respond to questions related to the official business of the meeting. If you wish to ask a question, please click on the message icon on your screen. You may ask a question at any point.

Approximately fifteen minutes has been set aside in the end of the formal portion of the meeting to respond to questions. Before proceeding to the business of the meeting, there are also certain technical legal matters which we must dispose of in order to make certain that we are conducting a duly authorized meeting. But as soon as these are completed, I would like to introduce you to the executive officers and directors of the company who are also joining us virtually and also to describe you the matters proposed for your consideration and action at this meeting. The company has designated Miller Asbury from Computershare Inc. To serve as the Inspector of Election.

A copy of Mr. Miller's oath as Inspector of Election was presented to me prior to the meeting, and therefore, Mr. Miller's appointment as Inspector of Election is valid. If there are no objections, I will direct that such oath be filed with the minutes of the meeting. Will the Inspector of Election kindly confirm that a majority of the total shares total number of shares of common stock of the company outstanding and entitled to vote at the meeting are present at the meeting?

Speaker 3

There are represented at the meeting either virtually or by proxy 25,429,669 shares of common stock 0.001 par value per share out of a total number of 28,371,746 shares of common stock issued and outstanding and entitled to vote at the meeting. Each share of common stock is entitled to one vote. Accordingly, there are an aggregate of 28,371,746 votes entitled to be cast at this meeting, of which an aggregate of 89.63% are present virtually or represented by proxy.

Speaker 2

The report of the Inspector of Election indicates that there are present at the meeting virtually or represented by proxy the holders of a majority of the total number of shares of stock of the company outstanding and entitled to vote at the meeting. There is therefore a quorum present and the meeting is competent to transact business. Will the Inspector of Election kindly execute his certificate as to stockholders present at the meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. Would the Secretary of the meeting please report on the mailing of the proxy materials and the availability of a list of stockholders.

Speaker 4

Mr. Fowler, as Secretary of the meeting, copy of the notice of the Annual Meeting of Stockholders dated 04/28/2020, concerning the matters to be considered and acted upon at the meeting and a copy of the proxy statement, proxy card have been made available for viewing by the company's stockholders through the virtual meeting portal and the company's annual annual report on Form 10 ks for the year ended December 3139, and the Chief Executive Officer letter to stockholders are available for viewing on the company's hosting site, which is linked to the virtual meeting portal. Additionally, we have received an affidavit of distribution executed by an officer of Computed Shared Trust Company NA certifying that the meeting of the aforementioned proxy materials to the company's stockholders was initiated on 05/06/2020. The Inspector of Election also has made available for viewing by the company's stockholders during the meeting through the online portal used for the meeting a list of holders of record of the outstanding shares of the company's common stock, which list is certified by an officer of Computershare Trust NA arranged in alphabetical order listing each stockholder of record at the close of business on 04/24/2020, the date fixed by the Board of Directors as the record date for the meeting.

The affidavit of distribution will be filed with the minutes of the meeting.

Speaker 2

Now that the technical organizational phase of the meeting has been completed and before proceeding to the business to be transacted at this meeting, I would like to take this opportunity to introduce you the current directors of the company other than myself: Doctor. Steven Block Arthur Kirsch Katie Reilly Govan Doctor. Joanna Horavin Doctor. Seth Rudnick Raman Singh and Doctor. Ralph Sniderman.

I would also like to introduce the officers of the company other than those officers who are also current directors of the company or nominees for directors of the company. Doctor. Richard Katz, Chief Financial Officer Robert Liffey, Chief Operations Officer Doctor. Tushar Shah, Chief Medical Officer Doctor. Robert Rasigno, Senior Vice President of Product Development Doctor.

Benjamin Maynard, Senior Vice President of Research and Development Jerry Thomas, Senior Vice President, Commercial and Florina Kraljic, Senior Vice President, Human Resources. Finally, I would like to introduce Ellie Brownice of PricewaterhouseCoopers LLP, the company's independent registered public accounting firm. The Chair now deems the following matters to be properly before this meeting. A, the nominees for Class II directors to serve until the twenty twenty three Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death are Katie Reilly Govan, Doctor. Seth Rudnick and Raman Singh.

B, the proposal to approve the charter amendment to increase the authorized number of shares of common stock from 40,000,000 shares to 60,000,000 shares c, the proposal to approve a stock option exchange program and d, the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020. We will be closing the poll shortly. You must ensure you submit your electronic ballot in order for your votes to be counted. The Inspector of Election will not accept votes submitted after the closing of the polls. If you have already voted by proxy, you do not need to vote at this meeting.

However, if you wish to change your vote or if you are a registered stockholder and have not voted, you may fill out the voting instructions by clicking on the Vote My Share section on the left hand of your screen. Please note that any votes submitted via electronic ballot will be subject to final verification by the Inspector of Election. The polls have been held open for five minutes, and I hereby declare that the polls are now closed for voting on the items of business. Will the Inspector of Election please give his report concerning the votes upon the election of directors and the aforesaid proposals?

Speaker 3

Ladies and gentlemen, the report of the Inspector of Election indicates the following numbers of votes cast by the holders of common stock have been voted with respect to the election of each of the Class II Director nominees for the Board of Directors of the company: Catherine Riley Govan, 18,880,767 votes for 30 9,120 votes withheld, 6,509,782 votes broker non votes. Doctor. Seth Rudnick, 18,029,571 shares of votes for, 890,316 votes withheld, 6,509,782 broker non votes. Raman Singh, 18,418,225 votes for, 501,662 votes withheld, 6,509,782 broker non votes. To approve the charter amendment to increase the authorized number of shares of common stock from 40,000,000 to 60,000,000 shares, 25,023,939 votes for, 389,591 votes withheld and then 16,139 votes abstain.

Four, to approve the Stock Option Exchange Program, 15,434,187 votes for, 3,479,903 votes against, 5,797 votes abstain with 6,509,782 broker non votes. The ratification of the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending 12/31/2020, dollars 25,406,734 votes for 19,182 votes against 3,753 votes abstained.

Speaker 2

Thank you. The report of the Inspector of Election therefore indicates that Catherine Riley Govan, Doctor. Seth Rudnick and Raman Singh have been duly elected as Class II Directors of the company to serve a term expiring at the twenty twenty three Annual Meeting of Stockholders and until their respective successors have been duly elected and qualified or until such directors' earlier resignation, removal or death. The proposal to approve the Charter Amendment to increase the authorized number of shares of common stock from $40,000,000 to $60,000,000 has been approved. The proposal to approve a stock option exchange program has been approved.

And the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the fiscal year ending 12/31/2020 has been approved. Will the Inspector of Election please execute his certificate as to the total number of votes cast on each of the matters considered at this meeting? And if there are no objections, I will direct that the certificate be filed with the minutes of the meeting. The floor is now open for any questions or comments relating to the business of the company. Please note that Eli Bruneis, a representative of PricewaterhouseCoopers LLP, the company's registered public accounting firm, is present at the meeting and is available to respond to questions raised by stockholders.

If you wish to ask a question, please click on the message icon on your screen. It is possible that today's meeting, including some of our comments and some of our responses to your questions, may include forward looking statements that are based on certain assumptions and are subject to a number of risks and uncertainties. The risks, uncertainties and assumptions that could affect these forward looking statements include risks that are included in the company's SEC reports, including our Form 10 Q for the 2020. We qualify all of our forward looking statements by these cautionary statements. And except as required by law, we assume no responsibility for updating any forward looking statements.

In addition, with respect to all of our forward looking statements, we claim the protection of the Safe Harbor for forward looking statements contained in the Private Securities Litigation Reform Act of 1995.

Speaker 4

There are no questions.

Speaker 2

If there are no questions, we are complete with the meeting. And if no further business, the meeting is now adjourned. I want to thank everyone for your attendance today. And please be safe as we go forward in the COVID-nineteen realm. Thank you again for your time.

Speaker 1

Thank you. This concludes the meeting. You may now disconnect.

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