COMPASS Pathways plc (CMPS) Earnings Call Transcript

[Audio Gap] declare that the quorum is present and the meeting open. We will act on the formal business at hand, which is described in our proxy statement and AGM notice, a copy of which was mailed on or about the 10th of April 2024 to all of our shareholders of record and ADS holders at the close of business on the 27th of March 2024. As we did not receive any questions on the business of today's meeting from shareholders in advance of the meeting, and as there are no shareholders present in person, all discussion will be limited to the official business at hand. Before proceeding to the business of the meeting, I would like to remind you of the method of voting at this meeting. To more accurately reflect the views of COMPASS shareholders, voting today will be done by way of a poll on each of the resolutions put to the meeting in accordance with Articles 65.1A of our Articles of Association. This is appropriate given our shareholder base as it provides all shareholders with the opportunity to participate in the decision-making of our company and have their votes recorded. Unless there are any objections, I propose that we take the notice convening the meeting as having been read. Hearing none, let's proceed to the formal business of the meeting. I will review the resolutions proposed at this meeting and the voting results for each of the resolutions. The Resolutions 1 to 11 set out with the notice of Annual General Meeting are proposed as ordinary resolutions and require a simple majority of the votes cast by shareholders present in person or by proxy at the meeting and entitled to vote to be passed. The resolution 12 set out within the Notice of Annual General Meeting is proposed as a special resolution and requires not less than 75% of the votes cast by shareholders present in person or by proxy at the meeting and entitled to vote to be passed. As we go through the resolutions individually, I shall indicate the results of the proxy votes collected for each resolution. The poll cards in respect of the proxy votes received were prepopulated and signed prior to the meeting. As there are no other poll cards to be completed, I will now proceed and announce the results of the poll vote in percentage terms only. A full breakdown of the voting results will be posted to our website following the meeting. The first item on the agenda is an ordinary resolution to reelect David Norton as a Director of COMPASS. In favor, 99.92%. Against, 0.08%. I declare the resolution carried. Thank you. The second item on the agenda is an ordinary resolution to reelect Wayne J. Riley as a Director of COMPASS. In favor, 95.02%. Against, 4.98%. I declare the resolution carried. Thank you. The third item on the agenda is an ordinary resolution to reelect Daphne Karydas as a Director of COMPASS. In favor, 99.91%. Against, 0.09%. I declare the resolution carried. Thank you. The fourth item on the agenda is an ordinary resolution to reappoint PricewaterhouseCoopers LLP as U.K. statutory auditors for our company to hold office until the conclusion of the next Annual General Meeting of Shareholders. In favor, 99.88%. Against, 0.12%. I declare the resolution carried. Thank you. The fifth item on the agenda is an ordinary resolution to ratify the appointment of PricewaterhouseCoopers LLP as our company's independent registered public accounting firm for the fiscal year ending 31st December 2024. In favor, 99.87%. Against, 0.13%. I declare the resolution carried. Thank you. The sixth item on the agenda is an ordinary resolution to give the Audit and Risk Committee authority to determine the auditor's remuneration for the fiscal year ending 31st December 2024. In favor, 99.92%. Against, 0.08%. I declare the resolution carried. Thank you. The seventh item on the agenda is an ordinary resolution to receive our company's U.K. statutory annual accounts and reports for the fiscal year ended 31st December 2023, and to note that the directors do not recommend the payment of the dividend for the year ended 31st December 2023. In favor, 99.9%. Against, 0.1%. I declare the resolution carried. Thank you. The eighth item on the agenda is an ordinary resolution to receive and approve on an advisory basis the company's statutory directors' remuneration report for the fiscal year ended 31st December 2023. In favor, 99.88%. Against, 0.12%. I declare the resolution carried. Thank you. The ninth item on the agenda is an ordinary resolution to approve the company's U.K. directors' remuneration policy. In favor, 99.85%. Against, 0.15%. I declare the resolution carried. Thank you. The tenth item on the agenda is an ordinary resolution to approve on a nonbinding advisory basis, the compensation of the named executive officers for the year ended 31st December 2023. In favor, 99.75%. Against, 0.25%. I declare the resolution carried. Thank you. The eleventh item on the agenda is an ordinary resolution to approve the directors generally and unconditionally for the purpose of s551 of the U.K. Companies Act 2006 to allot shares in the company or to grant rights to subscribe for or to convert any security into shares up to an aggregate nominal amount of GBP 820,100. In favor, 94.78%. Against, 5.22%. I declare the resolution carried. Thank you. The twelfth item on the agenda is a special resolution pursuant to s570(1) of the U.K. Companies Act 2006 to waive preemption rights on the allotment of equity securities up to an aggregate nominal amount of GBP 820,100 being the general allotment authority sought by Resolution 11. In favor, 94.84%. Against, 5.16%. I declare the resolution carried. Thank you. I can declare that each of the resolutions has been passed by the requisite majority. Full results of the poll, including the proxy votes will be announced to the market by reporting the results on Form 8-K within 4 business days of the meeting and posted on our company's website as soon as practicable. This brings us to the formal end -- the end of the formal business of the meeting. As no questions were received from our shareholders, we can declare this year's Annual General Meeting closed. Thank you all for taking the time to join us today. The whole COMPASS team is committed to our mission of accelerating patient access to evidence-based innovation and mental health and to improving the lives of those who are suffering with mental health challenges who are not helped by current treatments. We appreciate you being part of this journey with us, and we look forward to seeing you again soon.