Accendra Health, Inc. (ACH) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of Owens & Minor, Inc. Please note that this meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Bob Sledd, Chairman of the Board of Owens & Minor. Mr. Sledd, the floor is yours.

Thank you, operator. Good morning. In accordance with the notice of the meeting, I hereby call the Annual Meeting of Shareholders of Owens & Minor, Inc. to order. I'm Bob Sledd, the Chairman of the Board of Owens & Minor. Along with my fellow directors and the executive officers of the company who have joined our webcast, I'd like to welcome you to our annual meeting. Unfortunately, due to circumstances surrounding the coronavirus pandemic, we have had to hold our meeting virtually this year instead of in person. We appreciate your attendance at our virtual meeting, your interest and most importantly, your support of Owens & Minor. Due to the virtual nature of this meeting, we will not have an update on the company by our CEO, following the completion of the formal meeting. Instead, I encourage you to listen to the company's first quarter earnings call on Wednesday, May 6, 2020, where the company will discuss its first quarter results and its work to combat the coronavirus pandemic. Participating in the meeting are Nick Pace, Executive Vice President, General Counsel and Corporate Secretary of the company; and Sandra Moore with Computershare, who will serve as the inspector of election. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting contained in our proxy statement. The meeting will be conducted in accordance with the rules of conduct that are available on the meeting site. Shareholders may submit questions related to proposals being considered during this meeting in the space provided on the virtual meeting screen. Nick Pace will serve as secretary of the meeting today, and I will now turn the meeting over to him.

Thank you, Bob. I have announced today certifying that the notice of meeting and availability of proxy materials were mailed on March '19, 2020, to all the shareholders of record as of March 6, 2020. A certified list of the shareholders entitled to vote at this meeting is available for inspection during this meeting by any shareholder on the website used to access the meeting. At this time, I would like to introduce Sandra Moore of Computershare. Ms. Moore has been appointed to serve as the inspector of election. Ms. Moore has taken and subscribed the oath of office to execute her duties, and we will file this oath with the records of the meeting. I have been informed by the inspector of election that immediately prior to the commencement of this meeting, proxies have been received for 54,201,814 shares of the company's common stock, representing approximately 86% of the outstanding shares of the company. Mr. Chairman, based on this morning's report, I can confirm that a quorum is present, and the meeting is legally convened to transact business.

Thanks, Nick. The polls for voting on all matters are open. If you are a shareholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website you used to access this meeting. Please remember that if you have already returned a proxy card voted through the Internet website or by calling the toll-free voting number, you need to do nothing further to cast your vote. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide her preliminary report. The secretary will now present the proposals for consideration.

As described in the proxy, there are 5 proposals before the shareholders today for approval. Proposal 1 is the election of directors. There are 8 directors standing for election today to serve a 1-year term until the 2021 Annual Meeting of Shareholders. Each nominee is listed in the proxy with a brief summary of his or her professional pursuits, qualifications and corporate activities. The nominees are: Mark A. Beck; Gwendolyn M. Bingham; Robert J. Henkel; Mark F. McGettrick; Eddie N. Moore, Jr; Edward A. Pesicka; Michael C. Riordan; and Robert C. Sledd. No other nominations were received prior to the deadline established in the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Proposal 2 is approval of amendment #2 to the Owens & Minor, Inc. 2018 Stock Incentive Plan. The company's Compensation and Benefits Committee and Board of Directors have approved the amendment to the 2018 Stock Incentive Plan, subject to shareholders' ratification at this meeting. Proposal 3 is the approval of the Owens & Minor, Inc. 2021 Teammate Stock Purchase Plan. The company's Compensation and Benefits Committee and Board of Directors have approved the 2021 Teammate Stock Purchase Plan subject to the shareholders' ratification at this meeting. Proposal 4 is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ended December 31, 2020. The company's Audit Committee and Board of Directors have approved this appointment subject to the shareholders' ratification at this meeting. Proposal 5 and the final item of business is an advisory vote to approve the compensation of our named executive officers as described in the proxy statement. These are all of the proposals to be considered at this meeting.

Thanks, Nick. Have we received any questions related to the proposals presented?

Mr. Chairman, no questions have been received.

Thank you, Nick. We will allow a brief pause of 30 seconds for final voting to be completed on the virtual website. [Voting]

I now declare the voting closed. I will ask Mr. Pace to report on the preliminary voting results for the 5 proposals.

Thank you, Bob. The preliminary report of the inspector of elections covering the proposals at this meeting are as follows: Proposal 1, election of directors. The 8 director nominees listed in the Owens & Minor, Inc. proxy statement each received a majority of affirmative votes cast. Proposal 2. The proposal to approve amendment #2 to the Owens & Minor, Inc. 2018 Stock Incentive Plan received the affirmative vote of a majority of the votes cast on the proposal. Proposal 3. The proposal to approve the Owens & Minor, Inc. 2021 Teammate Stock Purchase Plan received the affirmative vote of a majority of the votes cast on the proposal. Proposal 4. The proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the audit year 2020 received the majority of the votes cast. And Proposal 5. The proposal to approve on an advisory basis, the compensation of the named executive officers received the affirmative vote of the majority of shares cast. Based on the preliminary vote count, all of the matters voted upon have been approved by the necessary number of shares. A final report of the voting results will be filed by the company on Form 8-K within 4 business days.

Thanks, Nick. That concludes the business portion of the Annual Shareholders Meeting. I now declare the meeting adjourned. Our CEO, as we said, is not going to make a presentation today, but I will tell you that I'm very pleased with the progress of our company, and I'd like to thank all of our Owens & Minor teammates who have helped combat COVID-19. We're extremely appreciative of their commitment and efforts to service frontlines throughout the fight against COVID-19 to maintain the vital supply chain of products to health care providers and patients. Before we close, I'd like also to remind you that the company will release earnings on Wednesday, May 6, 2020, and hold the call to discuss the company's results and its work to combat the coronavirus pandemic. I would encourage you to join and listen in. Thank you all for attending and for your confidence and investment in Owens & Minor. I will now turn it back over to the operator.

Thank you. This concludes the meeting. You may now disconnect.