AGM 2020

Jun 5, 2020

Ladies and gentlemen, thank you for standing by and welcome to the Veracyte Annual Meeting. At this time, all participants are in a listen only mode. I would now like to turn the call over to Ms. Bonnie Anderson. Ma'am, you may begin. Thank you. Good morning, ladies and gentlemen, and welcome to the 2020 Annual Meeting of Stockholders of Veracyte. My name is Bonnie Anderson, and I'm the Chairman of the Board and Chief Executive Officer of the company. I will be serving as the Chairwoman of the meeting as we proceed and Keith Kennedy, our Chief Operating Officer and Chief Financial Officer will serve as secretary of the meeting. Thank you for being here today. The meeting is now called to order. First, a few introductions. I would like to introduce the directors of Veracyte who are present on the line today. Doctor. Fred Cohen, Karen Eastham, Doctor. Robert Epstein, Evan Jones and Kevin Gordon. I would also like to introduce representatives of Ernst and Young LLP, our auditing firm, who are present on the line today, Sarita Jolly and Ishpal Shailpuri. I would also like to introduce Alisa Zhang from Fenwickham West LLP, our outside legal counsel. Will the Secretary of the meeting, Keith Kennedy, report on the calling and notice of the annual meeting? Stockholders of record as of the close of business on April 14, 2020, the record date are entitled to receive notice of and to vote at this meeting. I present to this meeting an affidavit of Broadridge Financial Solutions to evidence the mailing of this notice sent by U. S. Mail on or about April 24, 2020. The affidavit of mailing of notice will be attached to the minutes of this meeting. In addition, Napoleon Chang has been appointed as the Inspector of Election and his oath of office will be filed with the minutes. He has a certified list of stockholders entitled to vote at this meeting. This list will be available for inspection during this meeting by any stockholder online and will be filed with the records of the company. I declare that the meeting has been duly called and that notice has been duly given. Will the Inspector of Election please present his report? The bylaws of the company provide that the presence either in person or by proxy of a majority of shares issued an outstanding and entitled to vote at the meeting shall constitute a quorum. Madam Chairwoman, there are present at this meeting either in person of approximately 46,627,673 shares or 93% of the total shares of common stock of Veracyte entitled to vote. I declare that a quorum is present and that this meeting is ready to transact business. The polls are now open. Stockholders may vote online at www.virtualshareholdermeeting.com /vcyt2020. If you have already returned a proxy or voted by phone or through the Internet, then you need not vote again online at this meeting unless you wish to change your vote. Your vote has already been included in the proxy count. If any stockholder has not voted by proxy prior to the meeting and now wishes to vote or if any shareholder wishes to change his or her vote from that previously recorded, please vote or change your vote online on the website you have logged into to listen to the annual meeting. After you have completed or changed your vote online and we have completed consideration of the items on the agenda, we will tabulate your proxies and ballots. There are 4 items of business on the agenda for this year's meeting, which were described in our proxy statement mailed on or about April 24, 2020. There were no stockholder proposals presented in accordance with the applicable procedures. We will vote after these items have been presented. The first item of business is the election of 3 Class 1 directors. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board of Directors has nominated the following persons to serve as Class 1 Directors: Bonnie H. Anderson, Robert S. Epstein and Evan Jones. If elected, these nominees will serve for a 3 year term, which expires on the date of the 2023 Annual Meeting of Stockholders or until their respective successors have been duly elected and qualified. Given that the company has not received timely notice of any other nominations as would be required by the bylaws, I hereby declare the nominations for election of directors of the company to be closed. The second item of business is the approval of the amended and restated Veracyte Inc. Employee stock purchase plan, which increases the number of shares of our common stock reserve for issuance there under by 1,500,000 shares, enables the enrollment of part time and temporary employees who are otherwise ineligible to participate in the ESPP and make certain other administrative changes. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. 3rd item of business is the consideration of the proposal to ratify the Audit Committee's appointment of Ernst and Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. Resolved that the stockholders of this corporation hereby ratify the appointment of Ernst and Young LLP as the company's independent registered public accounting firm for 2020. The 4th item of business is the proposal to approve on a nonbinding advisory basis the compensation of the named executive officers as disclosed in the proxy statement. As an advisory vote, this item is nonbinding. However, the Board of Directors and Compensation Committee values the opinions expressed by stockholders in their vote for this proposal and will consider the outcome of the vote when making future compensation decisions of our named executive officers. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. Resolved that our stockholders hereby approve on a non binding advisory basis the compensation of the named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S K, including the compensation tables and narrative discussion and other related disclosures. If you have not already voted, please do so online right now. It is now approximately 9:0:8 a. M. Pacific Time on June 5, 2020, and I now declare the polls for each matter voted upon at this meeting closed. Will Napoleon Chang, Veracyte Assistant Controller, please tally the proxies and ballots and prepare the report of the vote? I will ask that Mr. Chang give us the results of the tabulation. I, the Inspector of Election appointed for the 2020 Annual Meeting of Stockholders at Veracyte Inc, report that having taken an oath to conduct the election in proxy, I did receive the vote of the stockholders by proxies and ballot. I report that shares are voted for the election of Boardwalkers as follows. The following Class 1 Directors were elected to serve until the 2023 Annual Meeting of Stockholders or until their successors are duly elected and qualified. Bonnie H. Anderson for $40,379,109,109 withheld 919,810 brokered nonboats 5,328,754. Dollars Robert Epstein for $37,461,268 dollars withheld 3,837,651 and brokered non votes 5,328,754. Evan Jones for 40,360,567 withheld 938,350 2 broker non votes 5,328,754. Proposal number 2, to approve the amended and restated Veracyte Inc. Employee stock purchase plan. 4, 40,394,570 against 900,066 abstain 4,283 Boker and Nonboats 5,328,754. Proposal number 3, the apartment of Ernst and Young LLP as our independent against 2,604 against 2,604 abstained 38,014. And for proposal number 4, the approval on a non binding advisory basis of the compensation of our named executive officers or 39,733,134 against 1,228,494 abstain 337,291 and broker non votes 5,328,754. These votes were restrictively submitted this 5th day of June 2020. Based upon the final tabulation of the vote, those persons nominated as Class 1 directors have been elected. The stockholders approved the amended and restated Veracyte Inc. Employee stock purchase plan. The appointment of Ernst and Young LLP as the company's independent registered public accounting firm has been ratified and the stockholders approve on a nonbinding advisory basis the compensation of the named executive officers. The final report of the Inspector of Elections will be included as part of the record of this meeting. The final voting results will be included in a filing with the Securities and Exchange Commission. This concludes a formal agenda of the 2020 Annual Meeting of the stockholders of Veracyte. We appreciate your interest and support. We thank you very much for joining us this morning. I will now entertain a motion to conclude the formal business portion of the meeting. I so move. I second the motion. All those in favor, please say aye. All those opposed, please say nay. Aye. The motion is carried and the meeting is now concluded. I will now turn the meeting over to Bonnie Anderson. At this point, I'd like to entertain any questions that you may have. And you must have your 16 digit control number to do so. Before doing so, I would like to remind everyone that during the course of this annual meeting of stockholders, we may make projections or other forward looking statements regarding future events or the future financial performance of the company. I wish to caution you that these statements are only predictions and that actual events or results may differ materially. We are under no obligation to update or revise any forward looking statements. I refer you to documents the company files from time to time with the Securities and Exchange Commission, specifically the company's annual report as filed on Form 10 ks for the year ended December 31, 2019 and quarterly report as filed on Form 10 Q for the quarter ended March 31, 2020. This contains important factors and a discussion of risks that could cause the actual results to differ materially from those contained in our projections or forward looking statements. Copies of our 10 ks for the year ended December 31, 2019 can be found on our website atverasite.com as well as copies of our latest 10 Q for the quarter ended March 31, 2020. Before asking your question, please stay in and specify your name and that you are a stockholder. If you are not a stockholder, please wait until after this meeting is closed. You will have an opportunity to ask questions at that time.