AGM 2021

Jun 1, 2021

Good morning, ladies and gentlemen. I am Jim McInnes, Chief Financial Officer of Seleno Therapeutics Inc. And it is a pleasure to welcome you to the Seleno Therapeutics Inc. Annual Meeting of Stockholders. I will act as Chairman of this meeting, and I've asked Elton Tusky, our Secretary, to record the minutes of this meeting. Before proceeding further, let me introduce the directors and director nominees of the company who are with us today. Please say hello as I call your name. William Harris. I think we may have our folks on mute. Hello. I'm here. Thank you. Thank you, Bill. Gwen Mellencoff? Good morning. Thank you, Gwen. Doctor. Brigitte Volk? Good morning. Thank you, Brigitte. And Doctor. Anish Bhatnagar, who is also our Chief Executive Officer. Good morning. Also with us today is Sunil Jain, representing Markham LLP Elton Sotuski representing Wilson Sonsini, Goodrich and Risati, our outside Corporate Counsel and Steve Hoffman representing America's Stock Transfer and Trust Company LLC and Inspector of Election. The annual meeting is being held in accordance with the company's bylaws and Delaware law. During the meeting, we will address the matters described in the company's definitive proxy statement dated April 21, 2021. Balloting will be completed, an announcement will be made regarding the preliminary results and then the meeting will be adjourned. The items on the agenda for the meeting are: number 1, to elect 2 Class 1 directors to serve until 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified number 2, to ratify the appointment of Markham LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2021 number 3, to approve on an advisory basis executive compensation and number 4, to approve on an advisory basis the frequency of votes of future votes on executive compensation. During the meeting, questions should be restricted to the procedures for the meeting and proposals under consideration. Thank you for your understanding. I have proof by affidavit that notice of this meeting has been duly given at the notice of Annual Meeting of Stockholders. Proxy statement of proxy were mailed on or about April 21, 2021 to all stockholders of record at the close of business on April 12, 2021, the record date for the meeting. We have at this meeting a record of stockholders as of that date. The affidavit, together with copies of the notice, proxy statement and proxy will be filed with the minutes of the meeting. We have appointed Steve Hoffman to act as Inspector of Election for this annual meeting. The Inspector of Election has signed an oath of office, which will be filed with the minutes of the meeting. The Inspector of Election has advised me that we have present in person or by proxy a sufficient number of shares to constitute a quorum. Therefore, the meeting is duly constituted and we may proceed with business. Let me briefly describe the voting proceedings. We will vote by proxy and by ballot submitted in real time via email if anyone has not already submitted their proxy. Each holder of common stock is entitled to 1 vote for each share of common stock held of record at the close of business on the record date. If you have previously turned in your proxy and you do not intend to change your vote, it is not necessary that you complete another proxy or ballot. Your vote will be counted. If you have completed proxy that you wish to file with the Inspector election, please notify us at this time. If you are eligible to vote and have not submitted your proxy or if you want to change your vote, please notify us at this time. Admin12, that's immediately via email to admin12, that's admin12, at astfinancial.com. Please submit any proxies or votes to admin12astfinancial.com now. This e mail will remain open for 5 minutes. Upon receipt of proxy cards and ballots, the polls will officially be closed. The votes cast today will be counted in the final tally along with the proxies previously received. As the Inspector of Election, Steve Hoffman, will announce the preliminary results of the voting at the end of the meeting. Does anyone have any questions regarding voting procedures? It is now 8:0:5 on June 1, 2021, and the polls for the matter to be voted on at this meeting are now open. Proposal 1. The company's Board of Directors presently consists 6 members and is divided into 3 classes, each with a 3 year term. There are 2 Class 1 directors, 2 Class 2 directors and 2 Class 3 directors. The Class 1 directors will be elected at today's meeting. Those 2 nominees receiving the highest number of votes of the shares present in person or represented by proxy at this meeting and entitled to vote will be elected as directors. Our Nominating and Corporate Governance Committee has recommended and our Board of Directors has approved Gwen Mellencoff and Doctor. Andrew Sinclair as nominees for election as Class 1 Directors. If elected, each of Gwen Mellencoff and Doctor. Andrew Sinclair will serve as Class 1 Directors until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified. Each of the nominees is currently a director of our company. Pursuant to the notice of this annual meeting and the proxy statement dated April 21, 2021, the proxy solicited by the Board of Directors will be voted in favor of these nominees. This item is discussed on Page 17 of the proxy statement. The company's bylaws require that a stockholder provide advanced notice to the companies of a stockholder's intent to nominate persons as directors. No such notice was received. Accordingly, I declare the nominations for directors closed. Are there any questions concerning director elections? Proposal 2. At the annual meeting, stockholders are being asked to ratify the appointment of Markham as our independent registered public accounting firm for our fiscal year ending December 31, 2021. The Audit Committee of the Board, which is comprised entirely of non employee directors, recommended to the Board of Directors that Markham LLP be appointed as independent auditors. As our independent auditors, Markham LLP would audit our financial statements for the fiscal year ending December 31, 2021 and perform audit related services and consultation in connection with various accounting and financial reporting matters. Malcolm LLP may also perform certain non audit services for the company. The Board approved the selection of Markham LLP as independent auditors for the fiscal year ending December 31, 2021 and is asking the stockholders for ratification of the selection. Stockholder ratification of the appointment of Markham is not required by our bylaws or other applicable legal requirements. However, our Board is submitting the appointment of Markham to our stockholders for ratification as a matter of good corporate governance. If the stockholders do not approve the selection of Markham LLP as independent auditors, the Board and Audit Committee will reconsider the appointment. This item is discussed on Page 18 of the proxy statement. Sunil Jain is present from Markham and is available to answer any appropriate questions that you may have at this time. Are there any questions concerning the proposal? Proposal 3. At the annual meeting, stockholders are being asked to approve on an advisory basis the compensation of our named executive officers. The Board asked that you vote for the following resolution: Resolved, that the stockholders of Seleno Therapeutics Inc. Hereby approve on an advisory basis the compensation of the named executive officers as disclosed in the proxy statement furnished for the 2021 Annual Meeting of Stockholders pursuant to the compensation disclosure rules and regulations of the U. S. Securities and Exchange Commission. This item is discussed on Page 20 of the proxy statement. Are there any questions concerning the proposal? Proposal 4. At the annual meeting, stockholders are being asked to approve on an advisory basis the frequency with which we should solicit the stockholder advisory vote on the compensation of our named executive officers, such as the previously mentioned Proposal 3. The Board believes that a stockholder advisory vote on the conversation of our named Executive Officer should take place every 3 years, although the Board and Compensation Committee evaluate executive compensation policies on an annual basis. This item is discussed on Page 21 of the proxy Are there any questions concerning the proposal? The Board of Directors recommends that stockholders vote in favor of each of these proposals and the proxy solicited by the Board will be voted in favor of each of these proposals. Are there any proxies or ballots that have not been submitted? If so, you must submit them now in order for them to be counted. The Inspector of Election will not accept ballots, proxies or votes or any changes or revocations submitted after the closing of the polls. It is now 811 on June 1, 2021, and the polls for the matter to be voted on at this meeting are now closed. No additional ballots, proxies or votes and no changes or revocations will be accepted. The proxies and ballots will be tabulated by the Inspector of Elections. At this time, the Inspector of Election will provide us with a preliminary report on the voting results. Thank you. With regard to Proposal 1, to elect 2 Class 1 directors to serve until the 2024 Annual Meeting of Stockholders or until their respective successors are duly elected and qualified, the 2 nominees who received the highest number of affirmative votes were Gwen Mellencoff and Doctor. Andrew Sinclair, who were approved by a majority of the shares present in person or by proxy. With regard to proposal 2, the appointment of Mark O'Malley P to act as the company's independent auditor for the fiscal year ending December 31, 2021 has been ratified by a majority of the shares present in person or by proxy. With regard to Proposal 3, the named executive compensation has been approved on an advisory basis by a majority of the shares present proxy has on advisory basis selected every 1 year as the desired frequency of the advisory votes of named executive officer compensation. These are the preliminary results of voting. The final count may vary following final examination of the proxies and balance. The final results of voting, including any balance and proxies recorded during this meeting, will be set forth in a report of the Inspector of Election and will be included in the minutes of the meeting. The final results will also be reported in our reports filed with the SEC. Thanks, Steve. This annual meeting of stockholders is now adjourned. Thank you for your attendance. And I want to thank all of you for attending today's meeting and for the interest you have shown in the affairs of your company. We very much appreciate your attendance. And as always, thank you for your support.