Ocular Therapeutix, Inc. (OCUL)
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AGM 2026

Jun 10, 2026

Summary

The meeting, held virtually, covered director elections, executive compensation, and amendments to the stock incentive plan, all of which were approved by strong majorities. No questions were raised by stockholders, and key risks were highlighted in forward-looking statements.

Pravin Dugel
Executive Chairman, President, and CEO, Ocular Therapeutix

Good morning. Welcome to the 2026 Annual Meeting of Stockholders of Ocular Therapeutix. I am Pravin Dugel, President and Chief Executive Officer and Executive Chairman of the Board of Directors of Ocular Therapeutix. I welcome you and call the meeting to order. I would now like to introduce Donald Notman, our Chief Operating Officer, who at my request, will complete the introductions and administer the remainder of the meeting.

Donald Notman
COO, Ocular Therapeutix

Thank you, Pravin. Good morning. My name is Donald Notman. As Pravin mentioned, I am the Chief Operating Officer of the company. This year, we are again holding our annual meeting in an all-virtual format to allow greater stockholder attendance and participation and are pleased to have everyone join this live webcast. We have designed this meeting to provide stockholders the same rights and opportunities to participate as they would at an in-person meeting. Before we get to the formal business of the meeting, I would like to make some introductions. Joining us at the meeting today, in addition to Pravin, are Merilee Raines, Adrienne Graves, Seung Suh Hong, Richard Lindstrom, Charles Warden, and Leslie Williams, each of whom serves as a member of our Board of Directors. Also present are the nominees for director, including Pravin as well as Merilee Raines.

Representatives of the company that are present at the meeting include Nadia Waheed, Namrata Saroj, Jeffrey Heier, Peter Jarrett, Peter Kaiser, Sanjay Nayak, Jay Robins, David Robinson, Todd Anderman, and myself. I would also like to introduce Frank Loftos, a representative from PricewaterhouseCoopers LLP, our Independent Registered Public Accounting firm, Avery Reaves, a representative from WilmerHale, the company's outside counsel, and Kathleen Theriault of the company. Kathleen Theriault has been appointed to act as Inspector of Election. In order to conduct an orderly meeting, I call your attention to the rules of conduct posted on the virtual meeting website, which include information about participating in the meeting, including asking questions. Please note that various remarks that we may make about future expectations, plans, and prospects for the company constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995.

Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in the Risk Factors section of our most recent annual report on Form 10-K, and any more recent filings that we may have made pursuant to the Exchange Act of 1934 as amended, which are on file with the SEC. In addition, these forward-looking statements represent the company's expectations only as of today. While the company may elect to update these forward-looking statements, it specifically disclaims any obligation to do so. Any forward-looking statements should not be relied upon as representing the company's estimates or views as of any date subsequent to today.

The company has received an affidavit from the company's transfer agent, Computershare Trust Company, N.A., certifying that the notice of the annual meeting and proxy statement were sent to all stockholders of record as of April 13, 2026, a copy of which will be included in the minutes of the meeting. Our first order of business at this meeting is to determine whether the shares represented at this meeting, either in person via this virtual meeting or by proxy, are sufficient to constitute a quorum for purposes of transacting business. Holders of 218,906,099 shares of common stock are entitled to vote at this meeting. The Inspector of Election has informed me that there are present at this meeting, either in person or by proxy, a total of more than 189,142,448 shares of common stock, or more than approximately 86% of all shares entitled to vote at this meeting.

A quorum exists. Turning now to the items to be voted on at this meeting. As indicated in the notice of meeting and accompanying documents that were made available to stockholders, the first matter to be voted on is the election of the Class III directors to serve until 2029 annual meeting of stockholders and until their successors are duly elected and qualified. The two nominees for election are Pravin Dugel and Merilee Raines. The next matter to be voted on is the advisory vote on named executive officer compensation. Proxy statement for this meeting contains a text of the resolution that stockholders are asked to approve. The next matter to be voted on is the advisory vote on the frequency of advisory votes on named executive officer compensation. The proxy statement for this meeting contains a text of the resolution that stockholders are asked to approve.

The next matter to be voted on is an amendment to the company's 2021 Stock Incentive Plan as amended to increase the number of shares of common stock issuable thereunder by 10 million shares. The final matter to be voted on is the ratification of the selection of PricewaterhouseCoopers, LLP, as the company's registered public accounting firm for the current fiscal year. If there are any questions on the proposals, they may be submitted on the virtual meeting website. I remind you that there will be an opportunity for general questions not related to the proposals after the formal portion of the meeting has concluded. If asking a question, please also include your name, affiliation, and affiliation to the company. Seeing no questions, we'll move on to voting on the proposals. The polls are now open for each matter to be voted upon today.

If you have not yet voted or if you previously voted by proxy and wish to change your vote, you may vote by clicking on the Vote Voting Here button on the virtual meeting website and following the instructions there. We will pause briefly to allow stockholders to vote. Now that everyone has had an opportunity to vote, business items on the agenda for this meeting are complete and the polls are now closed. Will Kathy Theriault please tabulate the votes? We now have the preliminary report of the results of the meeting. Each of the nominees for director has been elected as a Class III director. The advisory resolution approving executive compensation has been approved with approximately 74% of the shares voting in favor of approval.

The advisory resolution recommending annual advisory votes on named executive officer compensation has garnered the most votes, with approximately 99% of the shares voting in favor of annual advisory votes. The amendment to the company's 2021 Stock Incentive Plan, as amended to increase the number of shares of common stock issuable thereunder by 10 million shares, has been approved. The appointment of PricewaterhouseCoopers LLP has been ratified. The final vote results will be included in the Form 8-K that will be filed within four business days after this meeting. Pravin?

Pravin Dugel
Executive Chairman, President, and CEO, Ocular Therapeutix

Thank you, Donald. As there is no further business to come before the meeting, the formal part of this meeting is now adjourned. We will now use our remaining available time to answer appropriate questions from stockholders. Please follow the instructions provided on the virtual meeting website to submit questions. Seeing that there are no questions, I will now close the meeting. Thank you very much for participating in the Ocular Therapeutix 2026 annual meeting today.

Operator

This concludes today's meeting. You may now disconnect.