GeneDx Holdings Corp. (WGS)
NASDAQ: WGS · Real-Time Price · USD
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+1.77 (2.67%)
Apr 24, 2026, 3:36 PM EDT - Market open
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EGM 2022

Apr 27, 2022

Operator

Good morning. Welcome to the Sema4 2022 Special Meeting of Stockholders. I would now like to turn the call over to Joel Kaufman, Sema4 Vice President of Finance and Corporate Development. Please go ahead.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

Good morning. I am Joel Kaufman. I'd like to introduce you to the members of the board and officers of the company who are present at the meeting today. The members of the board present today include, but are not limited to, Jason Ryan, our Executive Chairman of the board, and Eric Schadt, our CEO. The officers present today, in addition to our CEO, are Isaac Ro, our CFO, and Daniel Clark, our General Counsel and Corporate Secretary. Dan will serve as the Secretary for this meeting. I'd like to also note that Tim Vitale and Lauren Mai of Ernst & Young, the company's auditor, are on the line and are available to respond to any appropriate pre-submitted questions. Due to the public health impact of COVID-19 and the need to protect the health of our stockholders, we made the decision to conduct this meeting on a virtual-only basis.

In advance of the meeting, we provided an opportunity for stockholders to submit questions. Questions specifically regarding the proposals will be answered during the presentation of the proposals. Questions more general in nature will be addressed during the company's upcoming first quarter earnings call on May 12, 2022. Please remember that you may vote your shares online at any time during this meeting prior to the closing of the polls. We will now move to a business review by our CEO, after which we will call the meeting to order and answer the questions we previously received. Additional questions will be answered separately after the meeting. Our business review and our answers to questions may include a few forward-looking statements.

Actual results can differ materially, and you should refer to our most recent annual report on Form 10-K filed with the SEC for factors that could cause actual results to differ from our forecast. I will now turn the call over to our CEO, Eric Schadt.

Eric Schadt
CEO, Sema4

Thanks, Joel. Good morning, and thank you for joining Sema4's special meeting of stockholders. I'm Eric Schadt, Founder, Chief Executive Officer, and Director of Sema4. We are hosting this meeting virtually, which allows us to be more inclusive and reach a greater number of stockholders compared with an in-person setting, while safeguarding the health and safety of our stockholders, directors, and management team. As a reminder, we provided the opportunity for stockholders to submit questions ahead of the meeting and will not be taking live questions. It is now shortly after 9:00 A.M. Eastern Time on April 27, and this meeting is officially called to order. Before we turn to the formal business of the special meeting, I would like to make a few remarks about the incredible journey that Sema4 continues upon.

We made good progress throughout 2021, most notably in becoming a public company following our merger with CM Life Sciences, which provided us with sufficient capital to accelerate the build-out of capabilities anchored in clinically relevant data with artificial intelligence and machine learning. We are committed to improving patients' lives and helping our partners achieve their goals, including the three new health system partners that we announced over this last year: NorthShore University HealthSystem, AdventHealth, and Avera Health. We continue to make significant investments to create one of the most clinically advanced health data insight engines, Centrellus, to inform clinical decision-making across a broad spectrum of diseases and health conditions. To support these initiatives, we expanded our leadership team to include a Chief Medical Science Officer, a Chief Data Officer, and a Chief Science Officer.

Furthermore, as we look to the expected closing of the Sema4 transaction, we are excited to bring Katherine Stueland on board as Co-CEO of Sema4 and welcome her to the Sema4 Board of Directors. In January of this year, we announced a definitive agreement to acquire Sema4, a world leader in the delivery of clinical genomic solutions for rare disorders. We believe our acquisition of Sema4 will provide significant value to Sema4 and our stockholders with a sizable revenue base, clinically proven market-leading products, and key personnel with expertise in our sector. We believe the acquisition will establish Sema4 as one of the largest and most advanced providers of genomic clinical testing in the U.S.

and will give the company the most comprehensive clinically relevant data set for research and development purposes, enabling us to provide a deeper menu of precision medicine solutions, accelerate the use of genomics as the standard of care, and provide more holistic support to health systems and biopharma partners. Together, we will create a powerhouse in the genomic space with unmatched data and analytic capabilities that will change the landscape of how patient care is delivered and leverage efficiencies that are unparalleled in our industry. This is a truly transformational combination of companies, technologies, and teams, and we look forward to capitalizing on our accelerated growth plans and path to profitability. We will now begin the formal business of the special meeting and vote on the items presented in our 2022 Proxy Statement. I will now turn the call back over to Joel.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

Thank you, Eric. This 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 special meeting of stockholders and related proxy statement. Following the presentation of each of the proposals, we will answer any pre-submitted questions on those proposals. The meeting will be conducted in accordance with the rules of conduct that we posted on the internet at www.shareholdermeeting.com/smfr2022sm. Would the Secretary please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

Daniel Clark
General Counsel and Corporate Secretary, Sema4

Thanks, Joel. I have at this meeting a complete list of the stockholders of record of the company's common stock on March 22, 2022, the record date for this meeting. The stockholder list is available for examination during the meeting. I also have an affidavit certifying that on April 1, 2022, a notice of special meeting of the company was deposited in the United States Mail to all stockholders of record at the close of business on March 22, 2022.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

At this time, I'd like to introduce Doug Zerneki, who has been appointed by the board to act as Inspector of Election at this meeting. He has taken and subscribed the customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of the meeting. Would the Secretary please report at this time with respect to the existence of a quorum?

Daniel Clark
General Counsel and Corporate Secretary, Sema4

I've been informed by the Inspector of Elections that proxies have been received for 195,318,665 of the 245,016,425 shares of Class A common stock outstanding on the record date, which represents approximately 80% of the total number of outstanding shares. This constitutes a quorum for the meeting, and we may now carry on the official business of the meeting.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

Will the Secretary please review the voting procedures?

Daniel Clark
General Counsel and Corporate Secretary, Sema4

Voting at this meeting is by proxy or directly, in either case electronically, on the phone, or by mailing a written ballot. It is not necessary for stockholders to vote directly if they have already submitted their proxy cards, unless they wish to change their vote. Direct voting will revoke all prior proxies. Each Class A common stock is entitled to one vote.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

We will now proceed with the formal business of this meeting. There are seven matters to be considered by the stockholders. Number one, the stock consideration issuance proposal. Number two, the PIPE investment proposal. Number three, the special designee director election proposal. Number four, the charter amendment proposal. Number five, the Class 1 director election proposal. Number six, the auditor ratification proposal. Number seven, the adjournment proposal.

Daniel Clark
General Counsel and Corporate Secretary, Sema4

The time is now 9:07 A.M. Eastern Time, and the polls are 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 upon.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

The first item of business is the stock consideration issuance proposal to approve the company's issuance of Class A common stock in connection with the acquisition of Sema4 to comply with the applicable stock exchange rules. We have received no questions on this proposal. The second item of business today is the PIPE investment proposal to approve the company's issuance of Class A common stock in connection with the PIPE investment to comply with applicable stock exchange rules. We have received no questions on this proposal. The third item of business today is the special designee director election proposal. Assuming the stock consideration issuance proposal and the charter amendment proposal are approved and adopted and the acquisition of Sema4 is consummated, to appoint two directors who will become directors of the company upon consummation of the acquisition. We have received no questions on this proposal.

The fourth item of business today is the charter amendment proposal to adopt an amendment to the company's certificate of incorporation, which increases the number of authorized shares of Class A common stock from 380 million shares to 1 billion shares. We have received no questions on this proposal. The fifth item of business today is to elect three Class 1 directors of the company, each to serve a three-year term expiring at the company's 2025 annual meeting of stockholders and until such director successor is duly elected and qualified. We have received no questions on this proposal. The sixth item of business is the ratification of the selection by the audit committee of Ernst & Young LLP as the independent registered public accounting firm of the company for the fiscal year ending December 31, 2022. We have received no questions on this proposal.

The seventh item of business is to approve, if necessary, the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and votes of proxies. We have received no questions on this proposal. This concludes the introduction of the proposals to be presented at the meeting. As I mentioned earlier, we will address applicable general questions that were submitted prior to today's meeting on the company's first quarter 2022 conference call on May 12, 2022. If you have not submitted your vote, you can submit it now. The polls will be closing shortly. The time is now 9:10 A.M., and the polls are now closed for voting. Dan, may we have the results of the voting?

Daniel Clark
General Counsel and Corporate Secretary, Sema4

Of course. Thank you, Joel. The preliminary report of the Inspector of Elections covering the proposals presented at the meeting is as follows. The first proposal, the stock consideration issuance proposal, received 73% of the votes in favor and is approved. The second proposal, the pipe investment proposal, received 73% of the votes in favor and is approved. The third proposal, the special designee director election proposal, also received 73% of the votes in favor and is approved. The fourth proposal, the charter amendment proposal, received 76% of the votes in favor and is approved. The fifth proposal, the Class 1 director election proposal, received 72% of the votes in favor and is approved. Each of Eli Kazzan, Joshua Roush, and Michael Pliny has been elected. The sixth proposal, the auditor ratification proposal, received 80% of the votes in favor and is approved.

The appointment of Ernst & Young is ratified. The seventh proposal, the adjournment proposal, received 79% of the votes in favor and is approved. I've requested that the final report of the Inspector of Elections be filed within minutes of this meeting. We expect to report our final voting results on a current report on the Form 8-K to be filed with the SEC within four business days of this meeting.

Joel Kaufman
VP of Finance and Corporate Development, Sema4

There being no further business, the special meeting is adjourned. Thank you all for attending, and thank you for your continued support.

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