Palvella Therapeutics, Inc. (PVLA)
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AGM 2026

Jun 10, 2026

Summary

The meeting covered board elections, auditor ratification, executive compensation, and an equity plan amendment, all of which were approved by majority vote. No questions were submitted by stakeholders during the Q&A session.

Operator

Hello, and welcome to the Annual meeting of Stockholders for Palvella Therapeutics, Inc. Please note that today's meeting is being recorded. During the meeting, you can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Wes Kaupinen, the founder, president, and CEO of Palvella Therapeutics. Wes, the floor is yours.

Wes Kaupinen
Founder, President, and CEO, Palvella Therapeutics

Good morning. My name is Wes Kaupinen, and I am a director and the founder, president, and chief executive officer of Palvella Therapeutics. It is my pleasure to welcome you to the 2026 Annual Meeting of Stockholders. I will act as the presiding officer, and our chief financial officer, Matt Korenberg, will act as secretary of this meeting. We thank you for participating in our annual meeting virtually. We believe this format enables maximum stockholder participation by offering our stockholders the same opportunities to participate as an in-person meeting, as well as increased accessibility. We appreciate your participation today.

If you are a stockholder and wish to ask a question, you can submit your question at any time on the virtual meeting website. We will address any relevant questions that you have during the session. The polls are open and will close after the presentation of our business matters. We have adopted an agenda that will govern the order of the business and the rules of conduct for the meeting. Copies of the agenda and the rules are available on the virtual meeting site. We ask that participants abide by these rules.

I am pleased to welcome our chairman, George Jenkins, and the following members of the board of directors to this annual meeting: Dr. Elaine Heron, Tadd Wessel, Todd Davis, and Chris Kiritsy. I am also pleased to welcome Alyson Filippone of Ernst & Young, the company's independent registered public accounting firm, to our annual meeting. I now call our 2026 annual meeting of stockholders officially to order. Dan Glennon of Computershare Trust Company, the company's transfer agent, has been appointed to act as inspector of election for this meeting and has been subscribed and sworn to his oath.

His oath will be filed with the records of this meeting. I have been informed by Mr. Glennon that proxies representing more than a majority of the voting power of all outstanding shares of the company's capital stock entitled to vote at this annual meeting have been received and that a quorum is present at this annual meeting authorizing the conduct of business. On behalf of the board of directors, I would like to express my appreciation to all stockholders who return their proxies.

A copy of the notice of the 2026 annual meeting of stockholders, together with the attached proxy statement and related materials, were posted on the designated website on April 30, 2026, and a copy of the notice was mailed to stockholders of record on or about April 30, 2026. I have an affidavit showing due notification of such proxy materials to stockholders entitled to vote. A copy of the notice and the affidavit will be attached to the records of this meeting.

Since April 13th, 2026, was fixed by the board of directors as the record date for the purpose of determining the stockholders entitled to vote at this meeting, only stockholders whose name appeared on the certified list of stockholders as of that date are entitled to vote at the meeting. According to the certified list of stockholders as of the record date, there are 14,323,686 shares of common stock outstanding, and each stockholder is entitled to one vote per share. There are six proposals before the stockholders today. I will now review each of these proposals, and upon completion of my review, the polls will close.

The first matter to be acted upon by stockholders is the election of three Class III directors for a three-year term expiring at the 2029 annual meeting of stockholders or until their earlier resignation or removal, or until their successors are duly elected or appointed. As indicated in the company's proxy statement, the board of directors has nominated the following persons to serve as a Class III director: George Jenkins, Todd Davis, and Dr. John Doux. The second matter to be acted upon by stockholders is the ratification of appointment of Ernst & Young as our independent registered public accounting firm for the 2026 fiscal year. The third matter to be acted upon by stockholders is the approval on the advisory basis of the compensation of the company's named executive officers in 2025.

The fourth matter to be acted upon by stockholders is the approval on an advisory basis of the preferred frequency of future advisory votes on the compensation of the company's named executive officers. The fifth matter to be acted upon by stockholders is the approval of an amendment to the 2024 Equity Incentive Plan to increase the authorized shares issuable thereunder by 750,000 shares. The sixth matter to be acted upon by stockholders is the approval of an adjournment of the annual meeting to the extent there are insufficient votes to approve Proposal 5. We have not received notice of any other business to be presented at this meeting. The discussion of the matters for stockholder consideration is now closed, and the online voting system will close momentarily.

If you have previously voted by proxy, you do not need to vote today unless you would like to change your vote. We now have all of the votes and proxies. I hereby declare the polls closed. The Inspector of Election will count the votes. I will now share with you the preliminary voting tabulation. Any votes that were cast at the annual meeting have not yet been included in this preliminary voting tabulation, but they will be included in the final report of the Inspector of Election and in our published voting results. A preliminary report of the Inspector of Election reflects that a plurality of the eligible votes cast have been voted for election of the three nominees for Class III directors.

A majority of the eligible votes cast have been voted for ratification of appointment of Ernst & Young as the company's independent registered public accounting firm for the 2026 fiscal year. A majority of the eligible votes cast have been voted for approval on an advisory basis of the compensation of the company's named executive officers in 2025. A majority of the eligible votes cast have been voted for approval on an advisory basis of a preferred frequency of every year for future advisory votes on the compensation paid to the company's named executive officers. A majority of the eligible votes cast have been voted for approval of an amendment to the 2024 Equity Incentive Plan to increase the authorized shares issuable thereunder by 750,000.

A majority of the eligible votes cast have been voted for approval of an adjournment of the annual meeting to the extent there are insufficient votes at the annual meeting to approve Proposal 5. Such an adjournment is not necessary in light of the approval of Proposal 5. We will post the details of all these matters on our investor relations website and file a Form 8-K with the Securities and Exchange Commission to report these results. The final report of the Inspector of Election will be added to the minutes of this annual meeting. We have now concluded the formal business portion of the annual meeting, and the meeting is now adjourned. We will now start the Q&A portion of the meeting. Mr. Korenberg, do we have any questions?

Matt Korenberg
CFO, Palvella Therapeutics

There are no relevant questions that have been submitted.

Wes Kaupinen
Founder, President, and CEO, Palvella Therapeutics

Thank you, Mr. Korenberg. As there are no relevant questions, I would like to thank everyone for joining us today at Palvella Therapeutics 2026 Annual Meeting of Stockholders. Enjoy the rest of your day.

Operator

The meeting has now concluded. Thank you for joining. You may now disconnect.