Hello, and welcome to the Xenon Pharmaceuticals Incorporated Annual Meeting of Shareholders. Please note that this meeting is being recorded. Questions may be submitted via the message icon at the top left of your screen by typing in your message and then clicking the send icon to the right of the message box. The meeting is about to begin.
Welcome to Xenon's 2024 AGM. My name is Simon Pimstone, and it's my pleasure to chair this AGM in the capacity of the Chair of Xenon's Board of Directors. Attending the meeting with me today is Ian Mortimer, the corporation's President and Chief Executive Officer, as well as a director. Certain of our directors, officers, and employees are also attending the meeting. I'd like to thank them and acknowledge their contributions to Xenon over the past year. As this meeting is being held virtually via live audio cast, we note the following procedures for the orderly conduct of the meeting. Voting on all matters will be conducted by online ballot using the Lumi Virtual Platform, operated by Equiniti.
For shareholders who previously submitted a proxy for use at this meeting and appointed one of the management representatives as your proxy holder, your shares will be voted as directed, and you do not have to vote again unless you want to change your votes. Please note that voting on the resolutions is already open, and the voting icon should be showing on the navigation bar at the bottom of your screen. Once you click on the voting icon, the resolutions will appear on your screen, along with the voting options. Simply select either for or against, or where applicable, withhold or abstain on each of the resolutions. There is no need to press a submit button. You can also change your selection as many times as you please until I declare the voting closed after all resolutions have been considered and voted on.
Note that if you submitted a prior proxy to the, a proxy prior to the meeting, any votes cast on an online ballot will be counted, and the previously submitted proxy will be disregarded. Registered shareholders and duly appointed proxy holders who have properly logged into the audio cast will have the opportunity to ask questions during the meeting. To ask a question during the meeting, tap on the messaging tab to start composing your question. Once you are ready, select the send icon to submit your question. If questions do not indicate to which motion they relate or are received after voting on the relevant motion, they may be addressed after the formal business of the meeting is concluded.
As always, we encourage shareholders to contact the corporation at any time if you have specific questions, to visit our website where we have all of our corporate information and disclosure. Lastly, as announced, our meeting this year is purely functional in format to comply with the relevant legal requirements, and there will be no corporate presentation. I now will call the meeting to order. I will ask Andrea DiFabio, Chief of Legal and Corporate Secretary of the corporation, to act as recording secretary for this meeting, and Jordan Hirsch of Equiniti to act as Inspector of Elections. I have received proof of the mailing of the notice calling the meeting, together with a copy of the proxy statement and management information circular and form of proxy.
I ask that a copy of each of these, including the proof of mailing, be retained by the secretary with the records of this meeting. The quorum requirements for a meeting of shareholders of the corporation are set out in Section 3.5 of the amended and restated Bylaw Number One of the corporation. The bylaws provide that the presence in person or by proxy of shareholders of the corporation, representing not less than 33 1/3% of the issued and outstanding shares entitled to vote at the meeting, shall constitute a quorum for the transaction of business at a meeting. The preliminary report of the Inspectors of Elections indicates that a quorum is present for this meeting. The final report of the Inspectors of Elections will be filed with the minutes of this meeting.
The minutes of the last annual meeting, held on June 1, 2023, are filed in the minute books and are available for inspection. The reading of the minutes of the last annual meeting of the corporation shall be dispensed with, and the minutes shall be taken as read, approved, and adopted as tabled. First item of business is the presentation of the financial statements of the corporation and the report of the auditors for the financial year ended December 31, 2023. The financial statements and auditor's report are available on SEDAR and EDGAR and were mailed to shareholders of the corporation, other than those who requested not to receive them. Unless someone specifically requests, the auditor's report will not be read at this meeting. No action is required to be taken by the shareholders on these financial statements.
Are there any questions on the financial statements on the audit, auditor's report? Seeing no questions submitted, I now declare that the financial statements and auditor's report have been received by the shareholders of the corporation as submitted to this meeting. We will now proceed with the election of directors. The Proxy Statement and Management Information Circular mailed to shareholders of the corporation contains the names of management's proposed nominees to the Board of Directors. The nominees are Dawn Svoronos, Gillian Cannon, Steven Gannon, Elizabeth Garofalo, Justin Gover, Patrick Machado, Ian Mortimer, and Gary Patou. I understand that these nominees have consented to act as directors. Are there any questions regarding this resolution?... May I please have a motion that the persons nominated for election be declared duly elected directors of the corporation to hold office until their successors are elected or appointed?
I so move.
If you haven't already done so, please now cast your vote on this item. The next item of business is compensation of named executive officers. Are there any questions regarding this resolution? May I please have a motion that on an advisory basis, the compensation of our named executive officers be hereby approved. The compensation paid to our named executive officers was previously disclosed in the management information circular for this annual meeting of shareholders.
I so move.
If you haven't already done so, please now cast your vote on this item. The next item of business is the approval of an amendment to the amended and restated 2014 Equity Incentive Plan to increase the maximum number of common shares issuable thereunder. May I have a motion to approve the amendments to the amended and restated 2014 Equity Incentive Plan?
I so move.
Any discussion? If you haven't already done so, please now cast your vote on this item. The next item of business is the appointment of auditors. Are there any questions regarding this resolution? May I have a motion to appoint KPMG LLP as the corporation's auditors to hold office until the next annual meeting of the corporation or until its successors are duly appointed.
I so move.
If you haven't already done so, please now cast your vote on this item. The next item of business is the remuneration of the auditors. Are there any questions regarding this resolution? May I have a motion to authorize the Audit Committee of the Board of Directors of the Corporation to fix the remuneration to be paid to the auditors of the corporation.
I so move.
If you haven't already done so, please now cast your vote on this item. We will provide registered shareholders and duly appointed proxy holders approximately 30 more seconds to complete the ballots. Once the online ballot closes, the voting page will disappear and your votes will automatically be submitted. Preliminary report of the Inspector of Election shows that proxies received ahead of the meeting have been voted in favor of all the foregoing resolutions, being, A, the election of the 8 nominees as directors of the corporation. B, the approval of the compensation of our named executive officers on an advisory basis. C, the approval of the amendment to the amended and restated 2014 Equity Incentive Plan. D, the appointment of KPMG LLP as the auditors of the corporation.
Finally, E, the authorization of the Audit Committee of the Board of Directors of the Corporation to fix the remuneration to be paid to the auditors of the corporation. The final voting results of this meeting will be made publicly available on SEDAR and EDGAR, and filed in the minute books of the corporation. The formal agenda for this meeting is now completed. Is there any other business that anyone present wishes to bring to the attention of the meeting? As there is no further business to come before the meeting, I declare the formal part of the meeting to be concluded.
Before turning the floor over to Dawn Svoronos, the incoming Chair of the Board, for some final words, as this is my last meeting as Chair of the Board, I'd like to say it has been a privilege to be a founder, previous CEO, and director for many years at Xenon. I'm excited for Xenon's future and the important work Xenon is doing to support our mission of improving the lives of patients living with neurological conditions. Dawn.
Thanks, Simon. On behalf of the board and the corporation's other shareholders, I want to extend our deep gratitude to two of our longest-serving board members, Mohammad Azab and Simon Pimstone, for their service to Xenon over many years. Mohammad has served as a Xenon board member since 2003, while contributing to various board committees, and played a key role in shaping our strategic plan and focus on the late-stage development of Xenon 1101. As a co-founder of Xenon, it is Simon's vision and drive that has helped position Xenon today as a premier neuroscience company focused on developing and delivering innovative medicines to improve the lives of patients. We have all benefited immensely from Simon's guidance, leadership, and mentorship, most recently in the role as chair of the board. Thank you both once again.
Finally, I wish to thank our shareholders for attending the meeting and for your ongoing support. We look forward to providing additional updates on our progress as the year advances. We will now end the meeting. Thank you.