Good afternoon, ladies and gentlemen, welcome to the virtual 2021 annual meeting of stockholders of Invitae Corporation. My name is Sean George, I am the President and Chief Executive Officer of the company. I'll be serving as Chairman of today's meeting, Tom Brida, our General Counsel and Secretary, will serve as Secretary of the meeting. A few other introductions before we begin. Also joining us are Shelly Guyer, our CFO, Kenneth Knight, our COO, Katherine Stueland, our Chief Commercial Officer, board members, Christine Gorjanc and Kimber Lockhart, and Joe Muscat from Ernst & Young, our auditors are joining us as well. In addition, I've appointed Tom Brida as the Inspector of Election and his Oath of Office will be filled within minutes. The meeting is now called to order. Will the Secretary of the meeting, Tom Brida, report on the calling and notice of this annual meeting? Stockholders of record as of April 9th, 2021, are entitled to notice of and to vote at this meeting. An affidavit to evidence the mailing of this notice, sent by U.S. Mail on or about April 28th, 2021, will be filed with the minutes of this meeting. During the meeting, if you would like to examine a list of stockholders entitled to vote at this meeting, you can access this list by clicking the Meeting Materials tab at the bottom right corner of the meeting web portal. I declare that the meeting has been duly called and that notice has been duly given. Will the Inspector of Election please present his report regarding the presence of a quorum? The bylaws of the company provide that the presence at this meeting, in person or by proxy, of a majority of shares of common stock outstanding on April 9th, 2021, shall constitute a quorum. Mr. Chairman, there are present by proxy more than 50.1% of the outstanding shares of common stock. I declare that a quorum is present and that this meeting is ready to transact business. The polls are now open. If any stockholder has not recorded a vote by proxy prior to the meeting and now wishes to vote at this meeting, or any stockholder wishes to change his or her vote from that previously recorded, please click the proxy voting site link on the left-hand panel of the proxy voting web portal established for this meeting. Input your 16-digit voter control number issued by AST, which is included in your proxy materials, and then follow prompts to cast your vote. We will now consider the proposals before the meeting. After presentation of those proposals, we will vote on the proposals. There are five items of business on the agenda for this year's meeting. The first item of business is the election of two Class II directors. Based on the recommendation of the Nominating and Governance Committee, the Board of Directors has nominated the following persons to serve as Class II directors, Kimber Lockhart, Chitra Nayak. If elected, the nominee will serve until the annual meeting of stockholders to be held in 2024, or until his or her successor has been duly elected and qualified. Given that the company has not yet received timely notice of any other nominations as would be required by the bylaws, I hereby declare the nominations for election of the Class II directors of the company to be closed. The second item of business is the approval on a non-binding advisory basis of the compensation paid by the company to its named executive officers as disclosed in the proxy statement. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. Resolved, that the company stockholders approve on a non-binding advisory basis the compensation of the named executive officers as disclosed in the company's proxy statement for the 2021 annual meeting of stockholders pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the compensation discussion and analysis, the summary compensation table, and the other related tables and disclosure. The third item of business is the consideration of the proposal to ratify the audit committee's appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2021. On behalf of the Board of Directors and for the reasons set forth in the proxy statement, I will now present the proposed resolution. Resolved, that the stockholders of this company hereby ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2021. The fourth item of business is the consideration of a stockholder proposal concerning proxy access, if properly presented by the stockholder. Mr. McRitchie, are you present and prepared to present your stockholder proposal? Hello, this is James McRitchie, presenting proposal number four, shareholder proxy access. This proposal would lift the 20-member cap on groups forming to nominate a small minority of the board under proxy access provisions. The publication named Proxy Access in the U.S., which was a cost-benefit analysis by the CFA Institute, found proxy access would benefit both the markets and corporate boardrooms with little cost or disruption, raising U.S. market capitalization by $140 billion. An academic study, Public Versus Private Provisions of Corporate Governance, found a one-half percentage average increase in shareholder value for proxy access targeted firms. The evidence is in. Although proxy access raises the value of companies that adopt it, and Invitae has done that, implementation would be problematic. Look at our largest shareholders. I doubt any have ever even filed a shareholder proposal. Because of the common 20-member group limit, proxy access has really never been used. Raising the cap could help proxy access live up to its potential by allowing the smaller shareholders to unite giving shareholders a stronger voice. Please vote to lift the prohibitive cap. Vote for proposal number four. Thank you very much. Thank you, Mr. McRitchie. As outlined in our proxy statement, the company took this proposal seriously and made changes to our bylaws, which we believe meet the intent of this proposal. The board recommends that you vote against proposal number four. The fifth item of business is a consideration of a stockholder proposal concerning majority voting in uncontested director elections, if properly presented by the stockholder. Mr. McRitchie, are you prepared to present the next stockholder proposal on behalf of Myra K. Young? Proposal number five, transition to elect directors by a majority vote. This proposal from my wife, Myra Young, asks for a majority vote standard for uncontested board members. According to one of the proxy advisory firms, majority vote standard requirements in boardroom elections enhance director accountability to shareholders. Director accountability is a hallmark of good governance. The board election process should ensure shareholder expressions of dissatisfaction with the performance of directors have real consequences. The majority vote standard will transform director elections from a symbolic gesture to a process that gives meaningful voice to shareholders. If a director can't get elected by a majority vote when running unopposed, something's obviously wrong. On May 27th, my proposal on this topic at Axon Enterprises, the ones that make tasers or body cameras, won more than 90% of the vote. Yes, I know Invitae Corporation integrates genetic information into healthcare decision-making, but let's not experiment by creating zombie directors. Shareholder votes for directors, our representatives, should have consequences. Warning, vote now while I'm talking. Companies often close the polls immediately upon the conclusion of presentations to keep you from voting. Of course, that doesn't make any sense. The whole purpose of presenting proposals at the meeting is to allow shareholders to consider the arguments and then vote. Closing the polls immediately makes a mockery of the process. Unfortunately, many companies care more about imposing their will than reflecting the wishes of shareholders. I'm stalling a bit to give you a little more time to vote. I don't want to be accused of wasting your time or filibustering, so I'm going to close now. Once again, please vote for proposal number five, transition to elect directors by majority voting, while you're at it, vote for proposal number four, amend proxy access. Thanks very much for your consideration. Again, thank you, Mr. McRitchie. Our commitment to our stockholders and ensuring transparency for them has been a priority for our company since our earliest days. I'd like to share a perspective on our opposition to this proposal. As outlined in our proxy statement, for a company of our size and with a small board of seven directors, such changes could significantly impact our ability to diversify our board, have a sufficient number of independent directors to serve on our committees, and to comply with various New York Stock Exchange and other securities regulations. With that in mind, the board recommends you vote against proposal number five. We will now proceed to vote on the election of directors and on the other proposals. We will pause here to ensure everyone has adequate additional time to vote and encourage you all to do so. That concludes the voting on proposals. I now declare the polls closed. Will the inspector please tally the proxies and votes? I ask Thomas Brida, the inspector, to give us a preliminary report of the results of the tabulation. Sean, based on the proxies and votes received, the persons nominated as Class II directors have been elected. The compensation of the company's named executive officers has been approved on a non-binding advisory basis. The appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31st, 2021 has been ratified. The stockholder proposal concerning proxy access has not been approved. The stockholder proposal concerning majority voting in uncontested director elections has not been approved. Thank you, Tom. Following confirmation of the preliminary voting results, the voting tabulation report of the Inspector of Election will be filed with the records of this meeting. This concludes the formal agenda of the 2021 annual meeting of the stockholders of Invitae Corporation, which is now closed. We thank everyone for their participation. Before we conclude today's meeting, in keeping with our practice each year, we will briefly recap our recent progress and give our view on the future as it pertains to the company and our mission to bring genetics into mainstream medicine. For more than a decade now, we've executed on a strategy to transform the genetics industry, and we are seeing the pace of adoption toward that future rapidly coming into view. Clinicians and patients alike are realizing the impact genetics can have in benefiting their healthcare journey. You can see the signs of the arrival of this inflection point in our results and the trajectory and activity of the industry as a whole. The year since our last stockholder meeting has been another active and successful one, and our progress toward establishing genetic information as the standard of care for patients facing key healthcare decisions throughout life continues to accelerate. Despite the external and public health challenges 2020 presented, the momentum we built continued into a strong start to the year. In the first quarter, we reported an increase in quarterly revenue of 61% and an increase in quarterly testing volume of 72% year-over-year. Our key performance metrics indicate our expectations for continued rapid growth in 2021 and beyond are on track. We've taken strong measures to significantly improve our cash position, to fuel our ongoing mission, and continue to build out our global genetic information platform. The massive addressable markets we are targeting continue to grow as genomic information used to characterize each patient and their disease becomes increasingly crucial to healthcare all throughout life. We are entering the steep slope of the genetics adoption curve, and we intend to lead the industry through it. We are investing deeply to establish a global infrastructure capable of delivering the most comprehensive platform of technologies and services that enable genetic-informed medicine to become the standard of care. I'm encouraged to see how past investments in our platform, menu, and customer experience now drive our ability to serve more and more patients year after year. As an example, our early investments to bring women's health testing onto our platform, both through M&A and internal development, has yielded offerings that now represent roughly 30% of our overall volume, and our reproductive business continues to grow rapidly. We exist to serve patients, and it is our ability to help them that drives our aggressive approach to improving healthcare and bringing genetic information front and center as medicine's newest vital sign. As we think about the investments we've made in the past several quarters, we're driving to implement them across our platform and repeat the same virtuous growth cycle. All of this gives us increased confidence in driving strong annual growth into the coming years. Our vision is both unique and ambitious, and we are playing to win. We are committed to doing what it takes to compete across medical specialties and to drive access to billions of patients in need, and to an entire new generation who will view genetic information as a standard baseline for all their healthcare decisions. We see the immense unmet need, and we enthusiastically carry on in the pursuit of our mission to better deliver genetic information to billions worldwide and the clinicians who serve their unique needs. We believe we will continue to take market share from incumbents, but more importantly, to expand the global market for genetic information. At this point, I'd like to entertain any questions that you may have pertinent to the company or this meeting. As there are no questions for this meeting, I'd like to again express my sincere appreciation to the stockholders who attended the meeting, as well as those who submitted their proxies but were not able to be present in person. Thank you, and have a great day.
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