Ironwood Pharmaceuticals' Management Hosts 2013 Annual Shareholder Meeting (Transcript)

Ironwood Pharmaceuticals, Inc. (NASDAQ:IRWD)

2013 Annual Shareholder Meeting

June 04, 2013 9:00 am ET

Executives

Bryan E. Roberts - Chairman

Halley Gilbert - Vice President of Legal Affairs, General Counsel and Assistant Secretary

James M. DeTore - Vice President of Finance and Administration

Operator

Good day, ladies and gentlemen, and welcome to the Ironwood Pharmaceuticals Annual Meeting. [Operator Instructions] As a reminder, this call may be recorded. I would now like to introduce your host for today's call, Bryan Roberts, Chairman of the Board of Directors. You may begin.

Bryan E. Roberts

Good morning, ladies and gentlemen. I'm Bryan Roberts, Chairman of the Board of Directors of Ironwood Pharmaceuticals. I'd like to welcome you all and call to order the 2013 annual meeting of stockholders of Ironwood Pharmaceuticals. I will act as chairman of this meeting, and Halley Gilbert, Vice President and General Council of Ironwood, will act as secretary of the meeting.

Before we get started, I'll introduce the participants in today's meetings and then report on the call of the meeting. It's my pleasure to introduce the directors, officers and other invited guests who are present in person and who are participating via teleconference. The directors present in person, in addition to myself, are George Conrades, you can raise your hand, George, if you're in the room. Thank you.

Unknown Executive

There is not actually.

Bryan E. Roberts

Oh, okay.

Unknown Executive

I talked to him for [indiscernible]. He got this [ph] shareholder...

Bryan E. Roberts

Joe Cook; David Ebersman; Marsha Fanucci; Terry McGuire; Ed Owens; David Shaw...

Unknown Executive

He's being told [ph].

Bryan E. Roberts

He's being called [ph]. Christopher Walsh; and Peter Hecht. Peter also serves as Chief Executive Officer of Ironwood Pharmaceuticals.

Other officers in present include Michael Higgins, who's the Senior Vice President and Chief Operating Officer and Chief Financial Officer; Mark Currie, who is Senior Vice President, Chief Scientific Officer and President of R&D; Tom McCourt, who is Senior Vice President, Chief Commercial Officer; Jim DeTore, who's right here with me, who's Vice President of Corporate Finance; and Halley Gilbert, who I've already mentioned, who's Vice President and General Counsel. Also present is Pam Kelleher, partner of Ernst & Young. Pam, thanks for joining us.

I'd like to call the meeting to order. This meeting was called by the Board of Directors of Ironwood to a resolution taken on February 22, 2013. Notice of this meeting was furnished on or about April 12, 2013 to every holder of record of the company's Class A common stock and Class B common stock holders as of April 9, 2013. The Board of Directors has appointed the Jim DeTore as the Inspector Elections for this meeting and he has executed an appropriate oath of office.

As the Inspector of Elections, Mr. DeTore has prepared the report stating that the holders of a majority of the outstanding shares of Class A common stock and Class B common stock of the company, voting together as a single class, are present in person or are represented by proxy at this meeting, and thus, a quorum is present and this meeting has been properly convened. Each share of Class A common stock and Class B common stock is entitled to one vote on each of the proposal presented at this meeting. An alphabetical list of the registered stockholders, as of April 9, 2013, is available at this meeting for inspection by stockholders.

At this time, I would like to turn the meeting over to Ms. Gilbert, who will conduct the formal business of the meeting.

Halley Gilbert

Thank you, Bryan. We will first run through the specific proposals on the agenda for the meeting. Following the presentation of the proposals of voting, there will be an opportunity for stockholders to ask general questions. Voting will be by written ballot. Stockholders who executed proxies and voted online or by telephone prior to this meeting do not need to vote again by ballot, unless they wish to change their vote. If you're voting by ballot now because you wish to change your vote previously submitted, please inform Mr. DeTore and he will provide you with a revocation of proxy.

As I present each proposal, you should mark your ballot on that proposal. In addition to marking your vote, please sign the ballot, print your name on the ballot, as it appears on the company's stock records, and write on the ballot the number of shares that you hold. We will collect the ballots after all the proposals have been presented and the votes has been called.

After all the proposals have been considered at this meeting and the ballots collected, the polls will close and no more ballots or proxies will be accepted. After the polls close, Mr. DeTore, our Inspector of Elections, will provide a preliminary report of the voting results.

Ballots were given to all qualifying stockholders who requested them at the registration desk. If any qualified stockholder needs a ballot, please raise your hand now, and we'll provided one to you.

Polls for voting on all matters are hereby opened at this time, 9:07, June 4, 2013.

We're now ready to proceed with the business of the meeting and consider the 2 proposals before us, which are described in the proxy statement previously made available to you. No additional nominations or proposals were received in advance of the meeting in accordance with the company's bylaws and the SEC's proxy rules. So no other nominations or proposals will be considered today. I will explain the items on the agenda and call for discussion on the vote with respect to each proposal. I would then ask you to mark your ballot, if you have one. After the proposals have been presented and voted on, we will close the polls and Mr. DeTore will tally all ballots in his capacity as the Inspector of Elections and we will report the results of the voting before we adjourn.

The first proposal we will consider today is the election of 3 Class III directors to the Board of Directors of the company, as described in the proxy statement. The board has dominated Marsha H. Fanucci, Terrance G. McGuire, Edward P. Owens and Christopher T. Walsh as directors to serve a 3-year term ending at the 2015 annual meeting of stockholders. The qualifications of the nominees are described in the proxy statement. The proposed resolution is as follows: Resolved, that the following individuals are elected to the office of Class III director of the company, each to serve in accordance to the term of the company's 11th amended and restated certificate of incorporation, as amended from time to time, and until their respective successors are duly elected and qualified, or until their earlier death, resignation or removal. Marsha Fanucci, Terrance McGuire, Edward Owens, Christopher Walsh.

Is there any discussion? Do I have a motion that the proposal for the election of directors in this resolution be submitted to the stockholders for a vote?

Unknown Executive

So move.

Halley Gilbert

Do I have a second?

Unknown Executive

Second.

Halley Gilbert

Please mark your ballots at this time to vote on proposal #1, and we'll proceed to the next proposal. The second proposal will consider the ratification of our audit committee's selection of Ernst & Y LLP as the company's independent registered public accounting firm for fiscal year 2013. The proposed resolution is as follows: Resolved that the selection of Ernst & Y LLP as the company's independent registered public accounting firm for 2013 is ratified.

Is there any discussion? Do I have a motion that the proposal to ratify the selection of Ernst & Y LLP in this resolution be submitted to the stockholders for a vote?

Unknown Executive

So move.

Halley Gilbert

Do I have a second?

Unknown Executive

Second.

Halley Gilbert

Please mark your ballots at this time to vote on proposal #2.

That concludes the presentation of all the items on our agenda today. Acting for the stockholders, who've submitted proxies, the company's Chief Operating Officer and Chief Financial Officer, Michael Higgins, has completed and signed the ballot and submitted to Mr. DeTore, and that ballot is deemed to be cast at this time. Mr. DeTore will now collect the ballots, tabulate the votes and prepare his preliminary report as the Inspector of Elections.

Voting for -- the polls for voting on all matters before these meeting are hereby closed. It's 9:10 a.m. June 4, 2013. There'll be a brief pause while the votes are tabulated.

We're ready to proceed. And Mr. DeTore, the Inspector of Elections, will now report on the preliminary voting results.

James M. DeTore

Ladies and gentlemen, I have prepared a preliminary report of the Inspector of Elections. Marsha H. Fanucci, Terrance G. McGuire, Edward P. Owens and Christopher T. Walsh have been duly elected as Class III directors of the company by a plurality of the votes cast.

Proposal #2 was approved by a majority of the votes cast for and against that proposal. Accordingly, the stockholders have ratified the selection of Ernst & Young LLP as the company's independent auditor for 2013.

Halley Gilbert

Thank you, Mr. DeTore. After the Inspector of Elections has repaired his final report, the final voting results will be made available to the public through a Form 8-K filed with the SEC.

That concludes the formal portion of the meeting. We'll now give the floor to questions and comments from stockholders, and Dr. Roberts will act as the moderator.

If you wish to address the meeting, please raise your hand. And upon being recognized, please stand up, state your name and identify whether you're a stockholder or a representative of a stockholder.

Are there any questions that anyone would like to ask of management?

Any questions on the phone?

Bryan E. Roberts

Since there are no further questions, I will now entertain a motion to adjourn the meeting. Do we have a motion to adjourn?

Unknown Executive

So move.

Bryan E. Roberts

Does anyone second the motion?

Unknown Executive

Second.

Bryan E. Roberts

All those in favor of adjournment, please say aye.

[Voting]

Bryan E. Roberts

All opposed, please say no. The motion is carried and this meeting is adjourned. I'd like to thank you all for attending today's meeting and for your continued support of Ironwood.

Thank you very much. Thanks. Go ahead, ma'am.

Operator

Ladies and gentlemen, thank you for participating in today's conference. This concludes today's program. You may all disconnect. Everyone, have a great day.

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