Emergent BioSolutions' CEO Hosts Annual Shareholder Meeting Conference (Transcript)

Emergent BioSolutions Inc. (EBS)

Annual Shareholder Meeting Conference Call

May 17, 2012 9:00 am ET


Fuad El-Hibri – Executive Chairman

Jay G. Reilly – General Counsel

Daniel J. Abdun-Nabi – President and Chief Executive Officer


Fuad El-Hibri

Good morning ladies and gentlemen, the 2012 Annual Meeting of Stockholders of Emergent BioSolutions is hereby called to order. I’m Fuad El-Hibri, Executive Chairman of the Board of Emergent BioSolutions. I’m pleased to welcome you to our 2012 Annual Meeting of Stockholders. Following the conclusion of this meeting Dan Abdun-Nabi, our Chief Executive Officer, will provide you with a brief update on the current status of the company.

When you sign in this morning, you should have received a registration packet that includes an agenda and rules of conduct. We’ll conduct this annual meeting in accordance with that agenda and those rules. If you wish to ask a question or speak about a matter of being voted on today, I’ll call for questions on those matters at an appropriate point in the meeting. If you wish to speak about a matter not being voted on today, please wait until I call for questions and comments after the formal meeting.

In attendance today are members of our Board of Directors, as I call your name please stand up, Dan Abdun-Nabi, who is also our President and Chief Executive Officer, Dr. Lu Sullivan, Chair of our Compensation Committee, Dr. Zsolt Harsanyi, Dr. Sue Bailey, Chair of our Scientific Review Committee, Marvin White, Chair of our Audit Committee, Dr. John Niederhuber, and Ron Richard, Chair of our Nominating and Corporate Governance Committee and our Lead Independent Director. The Inspector of election has taken the oath of office, which will be filed with the minutes of this meeting.

As indicated in the notice of meeting and the accompanying documents that were mailed to all stockholders the meeting has been apologies in addition we have several officers of the company in attendance. They include Don Elsey, our Chief Financial Officer, and Jay Reilly, our General Counsel and Corporate Secretary. Mr. Reilly will serve the secretary of this meeting.

Finally, I would like to introduce Mr. Dan Clark, who is the representative of Ernst & Young, our independent registered public accounting firm. He will be available to answer questions or response to comments, thank you.

The company has appointed Mr. Michael Nespoli from American Stock Transfer & Trust Company, thank you. The company’s stock transfer agent and registrar, as Inspector of Election for this annual meeting for the purpose of determining the number of votes represented in person or by proxy the authenticity and validity of the proxies. The existence of a quorum and the number of votes casts on all matters. Inspector of Election has taken the oath of office, which will be filed with the minutes of this meeting.

As indicated in the notice of meeting and the accompanying documents that were mailed to all stockholders, the meeting is been held for the following purposes; to elect Daniel Abdun-Nabi, Dr. Sue Bailey, and Dr. John Niederhuber as Class III Directors for a three years time; to ratify this election by the audit committee of Ernst & Young as our independent registered public accounting firm for the fiscal year ending December 31, 2012; to cast an advisory board to approve the compensation of our named executive officers; to approve our second amended and restated 2006 Stock Incentive Plan; to approve our 2012 Employee Stock Purchase Plan; and to transact such other business as may properly come before this meeting. The polls for each matter will open when such a matter is called to a vote and will remain open until I announce that the polls are closed. No ballots or proxies, revocations of or changes to ballots or proxies will be accepted after the polls are closed.

Each stockholder of record at the close of business on March 19, 2012; the voting record date has the right to vote his or her shares on all matters today. For ease of administration, we urged stockholders who have already voted by proxy to allow their proxies to stand. We have ballots available for those of you who have not voted or who wish to change via proxy. If there is any one present who would like a ballot, please raise your hand now.

Before considering the business to come before the meeting, I’d like to say – to ask Jay Reilly to announce the notice of mailing and present the report of the Inspector of Election. Mr. Riley.

Jay G. Reilly

Thank you, Mr. Chairman. I’ve received an affidavit from American Stock Transfer, certifying that the notice of the annual meeting and the proxy statement were sent on or about April 07, 2012 to all stockholders of record as of March 19, 2012. This affidavit is available for inspection by any stockholders and will be annexed to the minutes of this meeting. I’ve been advised by American Stock Transfer that as of the record date there was 36,150,225 shares of common stock of the company outstanding and entitled to vote at the meeting. The holders of more than 34,622,141 shares of the company’s common stock are represented in person or by a proxy. This represents more than a majority of the votes entitled to be cast at this meeting and based up on this count our quorum is present and this annual meeting is lawfully convened and may proceed to transact business.

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