Talphera, Inc. (TLPH)
NASDAQ: TLPH · Real-Time Price · USD
1.170
-0.020 (-1.68%)
Sep 17, 2026, 4:00 PM EDT - Market closed
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AGM 2026

Jun 22, 2026

Summary

The meeting covered director elections, auditor ratification, executive compensation, and amendments to equity and stock purchase plans, with all proposals approved. No questions were raised by shareholders during the Q&A session.

Adrian Adams
Chairman of the Board of Directors, Talphera

Good morning, ladies and gentlemen. My name is Adrian Adams, and I have the pleasure of being Chairman of the Board of Directors of Talphera, and I will be presiding at this meeting. I am delighted to welcome you to this, the Talphera 2026 annual meeting of stockholders. Before I call the meeting to order, I would like to introduce you to the other members of Talphera's Board of Directors that are present here today. They are Marina Bozilenko, Jill Broadfoot, Steve Hoffman, Abhinav Jain, Joseph Todisco, Mark Wan, and Vince Angotti, who is also the company's Chief Executive Officer. Also present today is Raffi Asadorian, the company's Chief Financial Officer and Corporate Secretary. Raffi will serve as secretary of this meeting. We are also joined today by Michael VanderKlugt, a representative from BPM LLP, our independent registered accounting firm for the fiscal year ending December 31st, 2026.

During the question- and- answer period following the end of the meeting, he will be available to answer any questions regarding BPM services to the company, including the audit of the company's financial statements. With these introductions made, I would now like to call this meeting to order. As such, we will proceed with the formal business of the meeting as set forth in your notice of the annual meeting and proxy statement. After the formal part of our meeting, we will provide you with the opportunity to ask any questions that you may have. Will the secretary please report at this time with respect to the stockholders list and the mailing of the notice of the meeting?

Raffi Asadorian
CFO and Corporate Secretary, Talphera

I have a complete list of the registered stockholders of the company's common stock on April 24, 2026, the record date for this meeting. I also have an affidavit from Broadridge certifying that on April 29, 2026, a notice of annual meeting of stockholders of the company was deposited in the United States Mail to stockholders of record at the close of business on April 24, 2026.

Adrian Adams
Chairman of the Board of Directors, Talphera

At this time, I am appointing Kathy Blackwell to act as Inspector of Elections at this meeting. Mrs. Blackwell has taken the customary oath of office to execute her duties with strict impartiality. We will file this oath with the records of this meeting. Her function is to decide upon the qualifications of voters, accept their votes, and when balloting on all matters is completed, to tally the final votes. Will the secretary please report at this time with respect to the existence of a quorum?

Raffi Asadorian
CFO and Corporate Secretary, Talphera

I have been informed by the Inspector of Elections that proxies have been received for 31,436,937 of the 51,899,648 shares of common stock outstanding on the record date, which represents approximately 61% of the total number of outstanding shares. This constitutes a quorum for the meeting today. We may now carry out the official business of the meeting.

Adrian Adams
Chairman of the Board of Directors, Talphera

Thank you. The secretary will now open the polls and describe the voting procedures.

Raffi Asadorian
CFO and Corporate Secretary, Talphera

The time is 10:05 A.M. Pacific Time on June 22, 2026. The polls are now open for voting on all matters to be presented. If you already submitted your proxy card, you do not need to vote again unless you would like to change or revoke your vote. If you have not already voted by proxy, please mark the appropriate box on the screen, which will then be electronically submitted to the Inspector of Election. Each share of common stock is entitled to one vote. The polls will be closed to voting after we go through the matters to be voted on.

Adrian Adams
Chairman of the Board of Directors, Talphera

Thank you. There are five proposals to be considered by the stockholders at this meeting. The first item of business is the election of three Class III directors to serve until the 2029 annual meeting and until their successors are elected. The nominees for Class III directors are Marina Bozilenko, Joseph Todisco, and Mark Wan. The board recommends you vote for each of the three director nominees in this proposal. The second item of business today is the ratification of the selection by the audit committee of the board of directors of BPM LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31st, 2026. The board recommends you vote for this proposal. The third item of business is the advisory vote to approve the compensation of our named executive officers as disclosed in our proxy statement for this meeting.

The board recommends you vote for this proposal. The fourth item of business is the approval of an amendment to our amended and restated 2020 Equity Incentive Plan to increase the number of shares of common stock that may be issued under the plan by an additional 4 million shares. The board recommends you vote for this proposal. The fifth item of business is the approval of an amendment to our amended and restated 2011 Employee Stock Purchase Plan to increase the aggregate number of shares of common stock that may be issued under the plan to 545,000 shares. The board recommends you vote for this proposal. That was the final proposal for today's portion of the meeting. The secretary will now close the polls.

Raffi Asadorian
CFO and Corporate Secretary, Talphera

Time is 10:07 A.M. Pacific Time, and the polls are now closed for voting.

Adrian Adams
Chairman of the Board of Directors, Talphera

May we have the results of the voting?

Raffi Asadorian
CFO and Corporate Secretary, Talphera

The preliminary report of the Inspector of Elections covering the proposals presented at this meeting is as follows: Marina Bozilenko, Joseph Todisco, and Mark Wan are elected as Class III directors of the company to serve until the 2029 annual meeting and until their successors are elected. Two, the selection of BPM LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2026, is ratified. Three, the compensation of our named executive officers, as disclosed in our proxy statement for this meeting, is approved. Four, the amendment to increase the number of shares of common stock that may be issued under the company's amended and restated 2020 Equity Incentive Plan by an additional 4 million shares is approved.

Five, the amendment to increase the aggregate number of shares of common stock that may be issued under the company's amended and restated 2011 Employee Stock Purchase Plan to 545,000 shares is approved. We expect to report our preliminary voting results, or, if available to us on a timely basis, our final voting results on a current report on Form 8-K to be filed with the SEC within the next four business days.

Adrian Adams
Chairman of the Board of Directors, Talphera

This concludes the formal portion of today's meeting, and the meeting is now adjourned. We would now like to provide the opportunity for stockholders to ask questions. Vince, our Chief Executive Officer, is available to address any questions you may have related to Talphera's business. There is a Q&A button on the bottom right of your screen you can use to submit a question if necessary. Are there any questions?

Raffi Asadorian
CFO and Corporate Secretary, Talphera

I see no questions.

Adrian Adams
Chairman of the Board of Directors, Talphera

With that said, I would like to thank you all for your attendance today. This is the end of the call. Thank you.

Operator

The conference has now concluded. Thank you for attending today's presentation. You may now.