Welcome to the 2020 Annual Meeting of Stockholders (the “Annual Meeting”) of Athersys, Inc. (“Athersys”). This year our Annual Meeting is taking place in a virtual-only format.
Only stockholders as of the close of business on Friday, April 24, 2020 (the “Record Date”) or holders of proxies may participate, vote or ask questions at the Annual Meeting. To gain access to the Annual Meeting, you will need the 16-digit control number located on
your proxy card. Please keep your control number in a safe place so it is available to you for the meeting. Using this control number, you will be able to participate in the live meeting. Please allow ample time for online check-in, which will
begin at 8:15 a.m., Eastern Daylight Time, on June 18, 2020. If you do not have a control number, please contact your broker ahead of time to obtain it.
Agenda
- Call Meeting to Order by Gil Van Bokkelen, Chief Executive Officer and Chairman of the Board of Directors of Athersys, Inc.
- Introduction of Directors, Director Nominee and Officers.
- Introduction of Independent Registered Public Accounting Firm.
- Report by Secretary of Mailing.
- Presentation of List of Stockholders as of Record Date.
- Report of Quorum by the Inspector of the Election.
- Nomination and Election of Directors.
- Ratify Appointment of Independent Auditor.
- Approve, on an Advisory Basis, Named Executive Officer Compensation.
- Report of the Inspector of the Election.
- Other and Further Business and Adjournment.
- General Question and Answer Period.
Rules of Conduct
In fairness to all stockholders and in the interest of an orderly and constructive meeting, the following procedures will apply:
This virtual Annual Meeting of the stockholders of Athersys will follow the order on the agenda. You need to have held stock as of the close of business on the record date of April 24, 2020 to participate, vote or submit questions while
participating in the Annual Meeting.
To access the Annual Meeting, you will need to enter the 16-digit control number you received with your proxy materials and may enter the meeting starting at 8:15 AM ET on June 18, 2020. If you have voted your shares prior to the start of
the Annual Meeting by proxy or via the internet or telephone, your vote has been received by Athersys’ Inspector of Elections and there is no need to vote those shares during the Annual Meeting, unless you wish to revoke or change your
vote.
During the business portion of the Annual Meeting, all comments should be limited to the relevant agenda items. To submit your comment, type your comment along with your full name, and if applicable, the specific proposal to which your comment
relates in the “Ask a Question” field, and click “Submit.” In order to facilitate responses and discussion, all comments should be succinct and limited to one topic. Others will not see your name or your comment, and we will not reveal your
identity.
After the business portion of the Annual Meeting has been adjourned, a general update and “Question and Answer” period will follow. Such questions may be submitted in the field provided in the web portal during the Annual Meeting. Please
provide your full name along with your question.
To allow as many stockholders as possible the opportunity to be heard, each stockholder will be permitted no more than two questions.
Questions from multiple shareholders on the same topic or that are otherwise related may be grouped, summarized and answered together.
Athersys does not intend to answer questions that are, among other things:
Irrelevant to the business of Athersys or to the business of the meeting;
Related to material non-public information of Athersys;
Related to personal grievances;
Derogatory references to individuals or that are otherwise in bad taste;
Related to threatened or ongoing legal action or litigation;
Repetitious statements already made by another shareholder;
In furtherance of the shareholder’s personal or business interests; or
Out of order or not otherwise suitable for the conduct of the meeting as determined by the Chairman or Corporate Secretary in their reasonable judgment.
Individual concerns. If there are any matters of individual concern to a shareholder and not of general concern to all shareholders, or if a question posed was not otherwise answered due to time restraints, such matters or questions may be
raised separately after the meeting by contacting Investor Relations at ir@athersys.com.
In the event of disorder, technical malfunction or other significant problem that disrupts the meeting, the Chairman may adjourn, recess or expedite the meeting or take such other action that the Chairman determines is appropriate in light of
the circumstances. In such case, please stay connected to the meeting website for at least 15 minutes. If the meeting cannot be resumed, (i) all items of the official business of the meeting described in the proxy statement will be deemed to be
properly before the meeting; (ii) all proxy and other votes received before the start of the interruption will be deemed to have been validly cast; and (iii) the official business of the meeting will be deemed to have been validly completed and
the meeting adjourned immediately thereafter.
No one attending via the webcast is permitted to use any audio or recording device.
Copying of materials presented at the meeting is prohibited, including screenshots.
Forward Looking Statements. We may make forward-looking statements during the Annual Meeting, which are subject to various risks and uncertainties. Please see the Athersys filings with the Securities and Exchange Commission (SEC) for more
information on the risks that could cause our actual results to differ from these forward-looking statements.
The violation of any of these rules will be considered cause for expulsion from the meeting.
Thank you for your cooperation and participation.