Highlights Damning Annual General Meeting Results, Which Show That Four of the Company's Nine Directors Failed to Receive a Majority of the Votes
Calls on the Company to Appoint Two Shareholder Representatives to Bring Much-Needed Accountability to the Boardroom
Lucien Selce, who owns approximately 2.2% of the outstanding shares of Aurinia Pharmaceuticals Inc. (NASDAQ: AUPH) ("Aurinia" or the "Company"), today issued the below open letter to the Board of Directors (the "Board") regarding the urgent need for accountability and boardroom changes.
August 13, 2024
Aurinia Pharmaceuticals Inc.
#140, 14315 118 Avenue
Edmonton, AB T5L 4S6
Canada
Attention: The Board of Directors
Members of the Board,
Over the past few months, I have expressed my concerns regarding the Company's current strategy and trajectory due to the Board's lack of appropriate oversight and relevant skillsets. Recent developments following the 2024 Annual General Meeting (the "AGM") have made clear that current leadership has no interest in acting in shareholders' best interests and in protecting the future of the Company.
The fact that four of the nine directors up for re-election at the 2024 AGM, including CEO Peter Greenleaf, failed to secure a majority of the votes speaks volumes about the need for boardroom change and a new strategy for value creation.1 The current state of affairs at Aurinia marked by unchecked spending, ineffective leadership, and a clear lack of strategic direction demands immediate and decisive action.
Aurinia Has Spent Excessive Capital Without Focusing on Research and Development ("R&D")
- The Company has recklessly spent $100 million in just six months, yet there has been little to no investment in R&D, which is the cornerstone of Aurinia's future growth. This irresponsible financial management is unacceptable. Aurinia should be operated efficiently with a budget of $70 million not $150 million. The current financial strategy is unsustainable and detrimental to shareholder value.
Management Continues to Pursue an Ineffective Strategy
- In February 2024, the Company publicly announced the discontinuation of AUR200. Then, during the Q2 2024 earnings call, Mr. Greenleaf reversed this decision, stating that its development had resumed. This inconsistency not only undermines the credibility of the Company's leadership, but also raises serious concerns about transparency with the market.
- Moreover, during the same earnings call, it was openly acknowledged that the Company struggled to achieve the expected sales of LUPKYNIS. In addition, ADALVO (a generic drug manufacturer) has come up with a Voclosporin-based product, akin to a generic version of LUPKYNIS. This development, which could upset the Company's competitive position, was not even discussed by management.
Leadership Has a Track Record of Ignoring Shareholders' Interests
- Despite announcing a $150 million share repurchase program in February 2024, only $18 million has been spent over the last six months, even as the Company continues to trade at rock bottom levels. This lack of action is a missed opportunity to support the share price and demonstrates poor judgment by leadership.
- After being voted out at the recent AGM, Mr. Greenleaf and three other directors remain in their positions. The Board's failure to accept conditional director resignations and Mr. Greenleaf's avoidance of this topic during the latest earnings call demonstrate a blatant disregard for shareholders' votes and sound governance.
The issues outlined above highlight the urgent need for effective oversight and changes to the composition of the Board. In my view, the only way the Company can improve its trajectory and begin creating value for shareholders is by taking the below steps:
- Dr. Brinda Balakrishnan, Dr. Robert T. Foster, and Mr. Greenleaf should each submit their immediate firm (not provisional) resignations, as they have failed in their respective roles. At the 2024 AGM, 52.5% of shareholders withheld support for Dr. Balakrishnan, 51.8% withheld support for Mr. Greenleaf, and Dr. Foster was narrowly elected with just 51.4% support.2 These three directors should be held responsible for the lack of meaningful M&A activity, the absence of significant research initiatives, and the consistent failure to meet the Company's objectives.
- The Board should appoint two shareholder representatives: one from MKT Capital and one from ILJIN SNT Co., Ltd. ("ILJIN"). This will ensure that the interests of the Company's owners are directly represented in all strategic decisions moving forward.
- The Board should reduce its size to streamline decision-making and enhance accountability.
- ILJIN, a significant shareholder of Aurinia, should call for an Extraordinary General Meeting as soon as possible. This meeting is essential to address the aforementioned urgent issues, execute necessary leadership changes, and realign the Company's strategic direction with shareholders' interests.
The time for change is now. Continued mismanagement of Aurinia threatens the future of our Company and the value we, as shareholders, have entrusted to you. I expect immediate action to rectify these issues.
Furthermore, I want to emphasize that under no circumstances should the Board proceed with acquiring additional assets that could jeopardize the Company's cash flow and financial stability. This reckless behavior must be halted to preserve the long-term health of Aurinia.
Sincerely,
Lucien Selce
________________________ | ||
1 | Company's Form 8-K dated June 14, 2024. | |
| 2 | Company's Form 8-K dated June 14, 2024. | |
View source version on businesswire.com: https://www.businesswire.com/news/home/20240813146385/en/
Contacts:
Lucien Selce
Lucienselce@gmail.com
