Milestone Pharmaceuticals Inc. (MIST)
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AGM 2022

Jul 5, 2022

Speaker 2

Hello, and welcome to the annual meeting of shareholders of Milestone Pharmaceuticals Inc. Please note that today's meeting is being recorded. If you participate in today's meeting and disclose personal information, you will be deemed to consent to the recording, transfer, and use of same. If you disclose personal information of another person in today's meeting, you will be deemed to represent and warrant to Computershare and the corporation that you first obtained all required consents for the disclosure, recording, transfer, and use of such personal information from all appropriate persons before your disclosure. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the Q&A tab. It is now my pleasure to turn today's meeting over to Joseph Oliveto. Joe, the floor is yours.

Speaker 1

Good morning. I'm Joe Oliveto, Chief Executive Officer of Milestone Pharmaceuticals. Welcome to all of you to Milestone's 2022 annual meeting of shareholders. As you know, we are hosting our annual meeting through a virtual online platform. We believe this affords us the opportunity for continued engagement with our shareholders, regardless of location, while taking health and safety precautions as the world continues to grapple with the COVID-19 pandemic. That in mind, I want to thank you all for taking the time to join us and hope you are safe and well. While the meeting is virtual only, registered shareholders will have the opportunity to ask questions or make a comment online during the Q&A portion.

I would like to caution you that forward-looking statements may be made during this meeting or the question period following the meeting, and actual results could differ materially from forecasts, projections, estimates, expectations, or conclusions in such forward-looking statements. You may find additional information about the material factors and assumptions that could cause actual results to differ in our most recent annual report on Form 10-K. Before I call the meeting to order, I would also like to take the opportunity to encourage you to review the rules of conduct for the meeting, which are posted in the Investors section of our website. There's a link to these rules in the virtual meeting platform. I'd also like to introduce you to the members of Milestone Pharmaceuticals' board.

In addition to myself, they are Lisa M. Giles, Debra K. Liebert, Richard C. Pasternak, Michael Tomsicek, Paul F. Truex, and Robert J. Wills, who is the Chair of our board. I'd like to thank our board members for their dedication and willingness to serve, as well as members of our management team. I would also like to extend special thanks to Paul F. Truex for his years of service, as he will not continue as a member of our board this upcoming year following this meeting. Also in attendance today is Amit Hasija, our Chief Financial Officer. I would also like to introduce Andrew Poplinger and Cynthia Broccoli of PricewaterhouseCoopers LLP, the company's auditors, who are available to respond to appropriate questions, and Ryan Sansom of Cooley LLP and Jeremy Brisset of Osler, Hoskin & Harcourt LLP, the company's legal counsel. The meeting will now officially come to order.

We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. After the formal part of our meeting, we will give you an opportunity to ask any questions you may have. Please note that this meeting is being recorded. Will the secretary please report at this time with respect to the mailing of the notice of the meeting and the shareholders list?

Speaker 3

I have at this meeting a complete list of shareholders of record of the company's common shares as of May 13, 2022, the record date for this meeting. On May 25, 2022, a notice of internet availability of proxy materials was deposited in the Canadian postal system to certain registered shareholders of record at the close of business on May 13th, 2022. I also have an affidavit certifying that on June 22nd, 2022, a subsequent full set of proxy materials was deposited in the Canadian postal system to all other registered shareholders of record at the close of business on May 13th, 2022.

Speaker 1

At this time, I would like to introduce Steve Gilbert, a representative of Computershare Investor Services Inc. I am appointing Mr. Gilbert to act as Inspector of Elections at this meeting. Mr. Gilbert has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Mr. Gilbert's function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is complete, to tally the final votes. Will the Secretary please report at this time with respect to the existence of a quorum?

Speaker 3

I have been informed by the Inspector of Election that proxies have been received for 25,026,684 of the 29,925,271 common shares outstanding on the record date, which represents approximately 84% 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.

Speaker 1

First item of business is the presentation of the company's audited consolidated financial statements for the year ended December 31st, 2021. A copy of such financial statements is available under the company's profile on SEDAR and EDGAR. A copy of such financial statements has also been made available per the notice of Internet availability of proxy materials mailed to all shareholders of record at the close of business on May 13th, 2022.

Speaker 3

At this time, if any shareholders have questions specifically related to voting, please ask via the messaging section of the virtual meeting platform. I don't see any questions at this time.

Speaker 1

Okay. We will now proceed with the voting portion of the meeting. Will the secretary please open the polls for voting?

Speaker 3

The polls will be open to voting after we go through the matters to be voted on. There are three proposals to be considered today by shareholders.

Speaker 1

The first proposal up for vote is the election of six nominees for director to hold office until the close of the 2023 annual meeting of shareholders, or until their successors are duly elected or appointed, or until such director's early resignation or removal. In accordance with the provisions of our bylaws, shareholders are required to provide advance notice of their intent to nominate candidates for directors. No shareholders submitted such notice. Therefore, I declare the nominations for directors closed. Nominees for director are Lisa M. Giles, Debra K. Liebert, Joseph Oliveto, Richard C. Pasternak, Michael Tomsicek, and Robert J. Wills. Second proposal up for vote today is the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm of the company to hold office until the close of 2023 annual meeting of shareholders, and the authorization of the Milestone board to fix PwC's remuneration.

Third proposal up for vote today is the approval of the company's 2019 Equity Incentive Plan, as amended, to increase the number of shares of common stock authorized for issuance pursuant to awards under the plan by 1 million shares. These are the only proposals for today's meetings. The secretary will now describe the voting procedures.

Speaker 3

Voting today is by proxy and electronic ballot. Each common share is entitled to one vote. We'll now open the voting for registered shareholders and duly appointed proxy holders. The electronic ballot should automatically open on the virtual meeting platform. Shareholders who have submitted proxies or who have previously voted via the Internet or by phone, and who do not wish to change their vote, do not need to take further action. Their prior votes will be counted automatically. The polls will remain open for approximately two minutes. If you wish to vote your shares online, please do so now. Polls will be closing in 30 seconds. The Inspector of Elections will not accept any votes once the polls close. The time is 11:12 A.M. Eastern Time, and the polls are now closed for voting. We will take a moment now for the Inspector of Elections to tabulate the votes.

Mr. Chairman, the voting results are available, and the report has already been provided to the secretary of the meeting.

Speaker 1

Do we have the preliminary results of the voting?

Speaker 3

The Inspector of Election has provided us with preliminary results and confirmed that we have received the necessary votes required to pass the following. Number one, each of Lisa M. Giles, Debra K. Liebert, Joseph Oliveto, Richard C. Pasternak, Michael Tomsicek, and Robert J. Wills has been elected as a director to serve until our 2022 annual meeting of shareholders, or until their successors are duly appointed, or until director's early resignation or removal. The appointment of PricewaterhouseCoopers as the auditor of the company to hold office until the close of the 2023 annual meeting of shareholders and the authorization of Milestone's board to fix PwC's remuneration has been approved. Number three, the amendment of the company's 2019 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance pursuant to the awards under the plan by 1 million shares.

Full tally of votes will be published in a current report on Form 8-K, which will be filed with the Securities and Exchange Commission within the next four business days.

Speaker 1

Thank you. With no further business, I hereby adjourn today's meeting. We will now entertain questions from shareholders or proxy holders posted in the virtual meeting platform. It appears there are no additional questions. To conclude, thank you again for your attendance at today's meeting and for your continued support of Milestone Pharmaceuticals.

Speaker 3

This concludes the meeting. You may now disconnect.

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