Good morning, and welcome to the Marinus Pharmaceuticals 2024 Annual Meeting of Stockholders. I am Dr. Scott Braunstein, Chief Executive Officer and Chairman of the Board of Directors at Marinus, and I will be presiding over this meeting. It is now 9:30 A.M., and I will call the meeting to order. We are joined by Steve Pfanstiel, our Chief Operating Officer, Chief Financial Officer, and Treasurer, Richard Sherman, our legal counsel, and Sonya Weigle, our Senior Vice President, Investor Relations, Human Resources, and Corporate Affairs. In addition, we have with us today from our Board of Directors, Tim Mayleben, Chuck Austin, Elan Ezickson, Seth Fischer, and Sarah Noonberg. From Ernst & Young LLP, Marinus' independent registered public accounting firm, we have Steven M. Simpson, who is available to respond to questions. Richard Sherman, our legal counsel, will serve as Secretary of the meeting as well as the Inspector of Elections. Mr. Sherman previously took his oath to serve as Inspector of Elections. A copy of Mr. Sherman's oath will be made a part of the minutes of this meeting. The formal portion of this meeting will consist of two parts. First, the formalities necessary to establish the validity of the meeting, and second, the meeting's formal business, which is to act on four proposals. If a stockholder has a question about a proposal to be voted on, such question may be submitted by clicking the Q&A button on the bottom left of the web portal or before the time the matters are before the annual meeting for consideration. You must be logged in to the meeting using your control number in order to submit a question. Because we've not received any notice of any of our stockholders of any other matters to be considered at today's meeting, as required under the rules of the Securities and Exchange Commission and by our bylaws, no other proposals may be properly introduced by stockholders. Following the conclusion of the formal portion of this meeting, we will hold a question-and-answer session. I now ask that Mr. Sherman report on the existence of a quorum. Thank you, Scott. As noted in the notice of annual meeting made available to stockholders, the record date for this meeting was the close of business on April 1, 2024. I have an affidavit from Broadridge Financial Solutions to the effect that it is mailed on behalf of Marinus to each stockholder of record on April 1, 2024, a copy of the notice of internet availability of proxy materials, and if requested, a proxy statement, Marinus' annual report on Form 10-K, and a form of proxy card. I present to this meeting the affidavit as to the due mailing of the notice and will see that this is filed with the minutes of the meeting. Holders of 54,931,042 shares of Marinus common stock are entitled to vote at this meeting. Under Marinus bylaws, the presence of at least one-third of all shares of Marinus common stock outstanding as of the record date, either present by remote communication or represented by proxy, is necessary to constitute a quorum for the transaction of business at the meeting. There are represented, by remote communication or proxy, 50,185,167 shares of common stock, or approximately 91.4% of all shares outstanding as of the record date. A quorum is therefore present, and this annual meeting of stockholders is properly and legally convened for the purposes of transacting business properly before it. Thank you, Richard. The first order of business is a discussion of the matters to be voted on in today's meeting. Voting will commence after all proposals have been presented. The first proposal is the election of three Class I directors to the Marinus Board of Directors, each to serve until the 2027 Annual Meeting of Stockholders, or until such person's successor is duly elected and qualified. The Class I directors are Elan Ezickson, Charles Austin, and Marvin H. Johnson, Jr. The board of directors recommends a vote for all of the Class I directors. Marinus has an advanced notice provision in its bylaws for director nominations, and we all have not received advanced notice of any other stockholders or any other nominees to be considered at the annual meeting. Accordingly, all nominee nominations are now closed. The second proposal is the ratification of the appointment of Ernst & Young as Marinus' independent registered public accounting firm for the fiscal year ending December 31, 2024. The board of directors recommends a vote for the ratification. The third proposal is the approval on a non-binding advisory basis of the compensation of Marinus' named executive officer, as disclosed in the proxy statement. The board of directors recommends a vote for the approval on a non-binding advisory basis of the compensation of Marinus' named executive officers, as disclosed in the proxy statement. The fourth and final proposal is the approval of the Marinus Pharmaceuticals, Inc. 2024 Equity Incentive Plan. The board of directors recommends a vote for the approval of the Marinus Pharmaceuticals Inc. 2024 Equity Incentive Plan. If you would like to make any remarks concerning any of these proposals, please submit your comments and questions through the website. Because no further business is on the agenda to come before this meeting, we will now move on to the voting. Voting will proceed after I declare that the polls are open. If you have previously voted by proxy, whether via mail, telephone, or internet, as provided in the proxy statement, your shares will be voted accordingly. Any stockholders who have not yet voted or wish to change their votes may do so by clicking on the voting button on the bottom center of the web portal and following the instructions. Stockholders who have sent in proxies or voted via the other methods outlined in the proxy statement and do not want to change their votes, do not need to take any further action. Voting will be open during the business portion of the meeting, and the polls will close following consideration of each of the proposals on the agenda. Please note the voting during the meeting will revoke any previously submitted proxy or voting instructions. As a reminder, attending this meeting will not, by itself, cause your previously submitted proxy or voting instructions to be revoked. I declare the polls now open for the matter to be voted on today. I ask the secretary to note the time of the opening in the opening minutes, 9:37 A.M. I now declare the polls closed. I ask that the secretary note the time of the closing of the polls in the minutes and that the Inspector of Elections tabulates the vote. Mr. Sherman, please report the preliminary voting results when ready. Thank you, Scott. The votes have been tabulated, and on proposal number 1, having received a plurality of the votes of the holders of the shares of common stock present by remote communication or represented by proxy at this meeting, entitled to vote generally on the election of directors. The three Class I directors have each been elected to serve as members of Marinus's board until the 2027 Annual Meeting of Stockholders or until such person's successor is duly elected and qualified. On proposal number 2, having received the affirmative vote of the holders of a majority of the shares of common stock present by remote communication or represented by proxy at this meeting and entitled to vote on this matter, the appointment of Ernst & Young as Marinus's independent registered public accounting firm for the fiscal year ended December 31, 2024, has been ratified. On proposal number three, having received the affirmative vote of the holders of a majority of the shares of common stock present by remote communication or represented by proxy at this meeting and entitled to vote on this matter, the executive compensation of our named executive officers has been approved on a non-binding advisory basis. Finally, on proposal number four, having received the affirmative vote of the holders of a majority of the shares of common stock present by remote communication or represented by proxy at this meeting and entitled to vote on this matter, the Marinus Pharmaceuticals' 2024 Equity Incentive Plan has been approved. I, as an Inspector of Elections, will prepare a rewritten certificate documenting the results of the voting and certain other matters. Thank you, Richard. There being no further business to be transacted at this meeting, I declare the formal meeting adjourned. I ask that the secretary note the time of adjournment of the meeting in the minutes. I would now like to move to the question-and-answer portion of our meeting. In addition to the members of management and Marinus's board of directors in attendance today, which also includes Christine Silverstein and Sarah Noonberg, Steve Simpson of Ernst & Young, is available to respond to questions. We will now have the opportunity to submit questions by selecting the Q&A button on the bottom left of your screen. We will endeavor to answer as many submitted questions as time permits. However, we reserve the right to exclude questions regarding topics that are not pertinent to meeting matters or company business. If we receive substantial similar questions-- substantially similar questions, we will group such questions together and provide a single response to avoid repetition. Any questions that are appropriate and pertinent to the annual meeting but cannot be answered during the annual meeting due to time constraints, will be answered and posted on our investor website at marinuspharma.com as soon as practical after the meeting.
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