Viridian Therapeutics, Inc. (VRDN)
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AGM 2021

Jun 3, 2021

Speaker 1

Hello, everyone. Welcome to the Viridian Therapeutics Inc. 2021 Annual Meeting of Stockholders. I will now pass the call to Jonathan Violin.

Speaker 2

Good morning. I'm Jonathan Violin, and I'm the President, Chief Executive Officer and the Director of Viridian Therapeutics. I'm very happy to welcome you to the Viridian Therapeutics 2021 Annual Stockholders' Meeting. Since the meeting is being held virtually via live webcast, we have stockholders attending via web portal. Before I call the meeting to order, I'd like to introduce you to the members of the Board and the business team who are with us today.

The other members of the Board are Jeff Hatfield, Chairperson of our Board Peter Harwin Tomas Kislak Arlene Morris and Joseph Turner. Mr. Hatfield and Mr. Turner will not be standing for reelection at today's annual meeting, and we'd like to take this opportunity to thank them for their service to the company. The other members of our business team here today are Laura Meissner, our Vice President of Legal and Barrett Katz, our Chief Medical Officer.

I'd also like to introduce Erica Whitmore and Chao Cha of KPMG, the company's auditors and Melanie Gerst of Gibson, Dunn and Crutcher, the company's legal counsel, who are available to respond to appropriate questions. The meeting will now officially come to order. 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'll give you an opportunity to ask any questions you may have. Please note that this meeting is being recorded.

Will the secretary of the meeting please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

Speaker 3

I have at this meeting a complete list of the stockholders of record of the company's common stock on April 15, 2021, the record date for this meeting. I also have an affidavit certifying that on April 30, 2021, a notice of the annual meeting of stockholders of the company was deposited in the United States mail to all stockholders of record at the close of business on April 30, 2021.

Speaker 2

At this time, I'd like to introduce Elsie Fletcher Rosenpal, a representative of Broadridge Financial Solutions. I'm appointing Ms. Fletcher Rosenthal to act as Inspector of Election at this meeting. Ms. Fletcher Rosenthal has taken and subscribed the customary oath of office to execute her duties with strict impartiality.

We will file this oath with the records of the 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?

Speaker 3

I have been informed by the Inspector of Election that proxies have been received for 5,822,428 of the 7,231, 370,000 shares of common stock outstanding on the record date, which represents approximately 80.51 percent of the total number of outstanding shares. This constitutes a quorum for the meeting today, and we may now carry out the official business of the meeting. If you have not yet delivered your proxy or wish to change your vote, you may do so by clicking on the button marked Vote Here and following the instructions.

Speaker 2

We'll now proceed with the formal business of this meeting. There are 3 proposals to be considered by the stockholders at this meeting. Please note that after all the proposals have been presented, we will give stockholders an opportunity to ask questions by entering your questions in the text box on your web portal screen. Please also include your name and e mail address with your questions. The time is now 12:0:5 p.

M. Eastern Time on Thursday, June 3, 2021, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted on. The first item of business is the election of 4 director nominees to serve until the next annual meeting and until their successors are duly elected and qualified or each to serve for staggered terms ending at the 2022, 2023 and 2024 Annual Meetings if Proposal 4 is approved. The nominees for Director are Jonathan Violin, Peter Harwin, Tomas Kislak, and Arlene Morris.

You can find information for each of these nominees regarding their background and qualifications to serve as director in the proxy statement. The second item of business today is the ratification of the selection by the Audit Committee of the Board of Directors of KPMG as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2021. The appointment of KPMG is also discussed in the proxy statement. The 3rd item of business today is the advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement. The stockholders have been asked to vote on an advisory basis on the following resolution: Resolve that the compensation paid to the company's named executive officers as disclosed pursuant to the Form 10 2 of Regulation SK, including the executive compensation discussion below, compensation tables and narrative discussion is hereby approved.

That was the final proposal for today's meeting. The secretary will now describe the voting procedures.

Speaker 3

Voting is by proxy and online ballot. You do not need to do anything if you've already sent in your signed proxy, previously voted online or by telephone, or if you have submitted your proxy or voted online at this meeting. Any stockholder who hasn't yet voted or wishes to change his or her vote may do so by clicking the button marked Vote Here on the web portal and following the instructions. Each share of common stock is entitled to one vote. We'll pause here to make sure that all of the stockholders in attendance have had time to deliver any online votes.

The time is now 12:0:6 p. M. Eastern Time, and the polls are now closed for voting.

Speaker 2

Now we have the results of the voting.

Speaker 3

Based on the report of the Inspector of Election covering the proposals presented at this meeting, the results of voting are as follows: the proposal to elect Jonathan Violin, Peter Harwin, Tomas Kiselek and Arlene Morris as Directors of the company is approved the selection of KPMG as the company's independent registered public accounting firm for fiscal year ending December 31, 2021 is ratified. The resolution concerning the advisory vote on the executive compensation of the company's named executive officers is approved. We expect to report our final voting results on a current report on Form 8 ks to be filed with the SEC within 4 business days after the end of this meeting.

Speaker 2

In addition to the proposals that you have voted on today, the company's 2021 proxy statement contained a proposal to amend the company's restated certificate of incorporation to classify the Board of Directors into 3 classes, with directors in each class to serve staggered 3 year terms. I am now proposing on behalf of the Board to adjourn this annual meeting until June 11, 2021, to give stockholders more time to vote and to permit further solicitation of proxies to vote in favor of the Board classification proposal. This annual meeting will reconvene virtually on June 11, 2021 at 12 pm Eastern Time, 10 am Mountain Time at www.virtualshareholdermeeting.com/vrdm2021 for the purpose of voting on the Board reclassification proposal. At this time, the meeting is hereby adjourned.

Speaker 3

We will now take questions and comments from the stockholders. If you have any questions or comments, please enter them into the web portal now and include your name and e mail address. As we have not received any questions from stockholders, the call will end now. Thank you for attending our 2021 Annual Meeting of Stockholders.

Speaker 1

Thank you all for attending. You may now disconnect.

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