 Velan’s candidates to see whether they would be additive and complementary to the Board at this important juncture in Progenics’ growth story. We did this in an effort to reach a compromise with Velan.
We are committed to best-in-class corporate governance policies and take great pride in holding ourselves accountable to you, our shareholders, who can call for change at any time. In recent years, we have made several bylaw amendments in response to your feedback, including decreasing the threshold for shareholders to call a special meeting and adopting proxy access. These changes have resulted in Progenics receiving the highest Corporate Governance QualityScore from Institutional Shareholder Services, a leading proxy advisory firm, a score it has maintained since 2017.
Myth: Velan has been reasonable in potential settlement negotiations.
FACT: DESPITE REPEATED EFFORTS (INCLUDING AN OFFER TO ALLOW VELAN TO DESIGNATE TWO DIRECTORS), VELAN HAS BEEN UNWILLING TO NEGOTIATE IN GOOD FAITH TO REACH A MUTUALLY ACCEPTABLE COMPROMISE.
Velan complains that the Company did not seriously evaluate its proffered slate of Board candidates. This is again untrue. Each was carefully interviewed and evaluated over many hours. The truth is that Velan’s candidates lack the unique backgrounds in radiopharmaceutical commercialization and supply chain management that your Company needs at this critical time in its corporate life and phase of growth. Several of Velan’s candidates are private equity investors with no direct operational experience in our industry whatsoever. Meanwhile, the subset of Velan candidates who had relevant experience also had track records in the industry marred by questionable past business practices, such as reported price-gouging and illegal kickbacks.
Velan has not disputed these reports of unlawful business practices, yet somehow claims we dismissed its candidates in bad faith. How could any board in good faith not place significant weight on these reports in considering a potential director’s candidacy? Based on our decades of experience in the industry, and taking into account recent criticism of pharmaceutical companies by national politicians, we strongly believe that any association with these questionable practices would be concerning to physicians, patients and payers. We also strongly believe they potentially could be used against our Company in the court of public opinion, undoing our positive work to establish fair pricing for AZEDRA and ultimately harming our business. Velan’s candidates are also linked and interconnected through a web of past experiences, calling into serious question their independence, objectivity and alignment with the long-term interests of the Company and of stockholders other than Velan. This is why the Board made a reasoned and deliberate determination to not add any of Velan’s candidates as directors.
We proposed, and continue to propose, constructive compromises to avoid this disruptive and expensive proxy contest. Velan, however, has repeatedly rebuffed our efforts to reach a mutually agreeable settlement. Our latest offer, for example, would have allowed Velan to designate to the Board, two new, mutually agreeable independent directors with radiopharmaceutical commercialization and supply chain management experience so long as they did not have any past associations with price-gouging or other activities that would raise serious environmental, social and governance (“ESG”) concerns. Our latest offer also included that these new directors would each be eligible to serve on one committee, either Nominating and Corporate Governance or Compensation, and would also be re-nominated at the 2020 Annual Meeting. In return for these reasonable settlement terms, we only asked in return for customary standstill and voting commitments through next year’s annual meeting. We believe that our latest offer balances our legitimate concern over Velan’s candidates’ past questionable business practices with its ability as a sizable shareholder to give valuable input into the composition of the Board.
To date, Velan refuses to entertain any discussions of settlement that would not result in its candidates with histories of reported price-gouging joining the Board. Your Board cannot countenance a settlement on Velan’s terms based on valid ESG concerns. We strongly believe they are widely shared by our shareholders, business partners, patients, politicians, physicians, payers and other key constituencies in our ecosystem with whom we have forged strong relationships over the course of many years. By categorically refusing to listen to our concerns and to work with us to find a path forward that allays them, we believe it is Velan that has engaged on the topic of settlement in bad faith.
We urge you to not be distracted by the steady drumbeat of false claims and promoted misconceptions made by Velan in what we believe to be an attempt to disrupt the positive, shareholder wealth creating strategy your Board and management has developed and is executing upon.
This is a critical moment in your Company’s history. We strongly believe that we have the right Board with the right experience and the right strategy to lead Progenics to success.
We hope we can count on your support and encourage you to vote on the WHITE proxy card and “FOR” all Progenics’ nominees at the upcoming 2019 Annual Meeting.
1 Reference: Radio potentiation of Enzalutamide over Human Prostate Cancer Cells as Assessed by Real-Time Cell Monitoring. Dr. David Escors, Dr. Grazyna Kochan, Dr. Fernando Arias. Published May 17, 2018.
2 Industry peer group includes all domestically listed biopharma oncology companies as of 6/17/2019 that had a market capitalization within a $100 million range of Progenics’ 6/17/2019 market capitalization of $370 million.
3 Peer group as defined in note 2. Compensation excludes any industry peers that have not been reporting Director compensation for the past 5 years or are foreign reporters not required to file a DEF14A.
4 Peer group as defined in note 2. Note option ownership as a percentage of shares owned is calculated based on each company’s non-executive and non-founding directors.
5 Beneficial ownership defined as common stock plus options / indirect securities. Peer group as defined in note 2. Management team includes Mark Baker, Patrick Fabbio, Vivien Wong, Asha Das, Bryce Tenbarge, and Benedict Osorio.
<filename>packages/hatinfo/server/hat.js
import { moment } from'meteor/momentjs:moment';
import { check } from'meteor/check';
import { Random } from'meteor/random';
import { Roles } from'meteor/alanning:roles';

Meteor.startup(function () {
  UltiSite.HatInfo.HatParticipants._ensureIndex({ createdAt: 1 }, { expireAfterSeconds: 60 * 60 * 24 * 60 });

  if (!_.find(Roles.getAllRoles().fetch(), r => r.name === 'hatAdmin')) {
    Roles.createRole('hatAdmin');
  }
  UltiSite.HatInfo.HatParticipants.find({ payed: { $exists: false } }).forEach((elem) => {
    UltiSite.HatInfo.HatParticipants.update(elem._id, { $set: { payed: moment(elem.createdAt).clone().add(10, 'years').toDate() } });
  });
});
Meteor.methods({
  createRandomData(total, payed, confirmed) {
    check(total, Number);
    check(payed, Number);
    check(confirmed, Number);
    if (!UltiSite.isAdmin(this.userId)) return;
    UltiSite.HatInfo.HatParticipants.remove({});

    for (let i = 0; i < total; i += 1) {
      const createdAt = moment().subtract(Math.floor(Math.random() * 10) + 3, 'days');
      UltiSite.HatInfo.HatParticipants.insert({
        createdAt: createdAt.toDate(),
        modifiedAt: createdAt.toDate(),
        confirmed: i < confirmed,
        name: Random.id(),
        email: Random.id() + '@hallunken.de',
        city: 'Halle',
        hometeam: 'Hallunken',
        payed: i < payed? createdAt.clone().add(Math.random() * 20, 'hours').toDate() : moment().add(10, 'years').toDate(),
        accessKey: Random.id(34),
        hatId: UltiSite.settings().hatId,
      });
      console.log(createdAt);
    }
  },
  hatConfirmParticipant(accessKey) {
    check(accessKey, String);
    const part = UltiSite.HatInfo.HatParticipants.findOne({ accessKey });
    if (part.allowPublic) {
      UltiSite.HatInfo.HatParticipants.update({ accessKey }, {
        $set: {
          confirmed: true,
          public: {
            name: part.name,
            city: part.city,
            hometeam: part.hometeam,
          },
        },
      });
    } else {
      UltiSite.HatInfo.HatParticipants.update({ accessKey }, {
        $set: { confirmed: true },
      });
    }
  },
  hatParticipate(p) {
    check(p, Object);

    const participant = _.clone(p);
    participant