Accendra Health, Inc. ($ACH)

Hello, and welcome to the Annual Meeting of Shareholders of Accendra Health, Inc. Please note that today's meeting is being recorded. During the meeting, you can submit questions or comments at any time by clicking on the Q&A tab. It is my pleasure to turn today's meeting over to Mark Beck, Chair of the Board of Directors of Accendra Health. Mr. Beck, the floor is yours.

Thank you, operator, and good morning. I am Mark Beck, Chair of the Board of Accendra Health. In accordance with the notice of the meeting, I hereby call the Annual Meeting of the Shareholders of Accendra Health, Inc. to order. Along with my fellow directors and the executive officers of the company who have joined our webcast, I would like to welcome you to our annual meeting. We appreciate your attendance at our virtual meeting, your interest in our company and most importantly, your support of Accendra Health. After we conduct the annual meeting and voting on proposals, Ed Pesicka, President and CEO of Accendra Health, will share some comments with you before we conclude this meeting -- this morning. Participating in the annual meeting are Heath Galloway, 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 that 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 the proposals being considered during this meeting by clicking on the message icon provided on the virtual meeting screen. Heath Galloway will serve as Secretary of the meeting today, and I will now turn the meeting over to him.

Thank you, Mark. I have an affidavit certifying that the notices of meeting and availability of proxy materials were mailed on April 2, 2026, to all shareholders of record as of March 18, 2026. A certified list of the shareholders entitled to vote at this meeting is available for inspection during the 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 62,134,133 shares of the company's common stock, representing 81.29% of the outstanding shares of the company. Based on Ms. Moore's report, I can confirm a quorum is present, and the meeting is legally convened to transact business.

Thank you, Heath. 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 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.

Thank you, Mark. As described in the proxy, there are 4 proposals before the shareholders today for approval. Proposal 1 is the election of directors. There are 6 directors standing for election today to serve a 1-year term until the 2027 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; Kenneth Gardner-Smith; Stephen W. Klemash; Teresa L. Kline; and Edward A. Pesicka. All of the nominees are present at the meeting today. 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 the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2026. The company's Audit Committee and Board of Directors have approved this appointment subject to the shareholders' ratification at this meeting. Proposal 3 is a nonbinding advisory vote to approve the compensation of our named executive officers as described in the proxy statement. Proposal 4 is the approval of the Accendra Health, Inc. amended and restated 2023 Omnibus Incentive Plan. The company's -- our People and Culture Committee and Board of Directors have approved the amended and restated 2023 Omnibus Incentive Plan, subject to the shareholders' ratification at this meeting. Those are all of the proposals to be considered at this meeting.

Thank you. Have we received any questions related to the proposals presented?

No questions have been received.

Thank you, Heath. 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 that Mr. Galloway report on the preliminary voting results for the 4 proposals.

The preliminary report of the inspector of election covering the proposals at this meeting are as follows: Proposal 1, election of directors. The 6 director nominees listed in the Accendra Health, Inc. proxy statement each received a majority of affirmative votes cast. Proposal 2. The proposal to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the audit year 2026, received a majority of votes cast. Proposal 3. The proposal to approve, on a nonbinding advisory basis, the compensation of the named executive officers received the affirmative vote of the majority of votes cast. Proposal 4. The proposal to approve the Accendra Health, Inc. amended and restated 2023 Omnibus Incentive Plan received the affirmative vote of a majority of the votes cast on the proposal. Based on the preliminary vote counts, 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 a Form 8-K within 4 business days.

Thank you, Heath. That concludes the business portion of the Annual Shareholders Meeting. At this time, Ed Pesicka, President and CEO of Accendra Health will share a few remarks to close out 2025 and discuss Accendra Health's operations as a pure-play home-based care company. Ed?

Thank you, Mark. Just several slides I'll go through here. First of all, I appreciate the opportunity to talk a little bit about Accendra Health as we just finished our first quarter as a stand-alone home-based care business and that being a pure-play business in the home-based care. A little bit about us is, one, it starts with our footprint, our footprint to be able to serve patients with chronic conditions throughout the United States. What do we do as a business? We connect what we call the 4 (sic) [ 3 ] Ps, or in this case, patients, providers and payers or insurers, making sure that we can every day continue to improve the quality of life for people who live with chronic conditions. Some of those conditions are simple. Some of those conditions are complex. And generally speaking, we make sure that we make it easy for them to have their treatment in their homes. We have 2 incredible brands that we go to market with, both the Apria and Byram brands. And over the last 3 months, I spent a tremendous time in the field. And as we reset the company as Accendra Health post divestiture of our P&HS business or the Owens & Minor business, it continues to be clear the strength of the Apria brands and the Byram brands, with Byram having one of the highest Net Promoter Scores in the industry. And then lastly, what we can do is we really service multiple conditions, whether that's diabetes, sleep, wound care, respiratory, urology, ostomy, incontinence and others. With that, let me talk a little bit about the company as a whole. So here's who we are now. We're very different than what we were before with the sale of the Owens & Minor business or the P&HS segment. We are now 6,000 teammates versus 16,000 to 18,000 teammates. The other thing we have is a really strong footprint. I talked a little bit about that in the previous comments on the previous slide. We have over 250 sites throughout the United States. Those sites consist of branches. Those sites consist of centralized hubs and those sites consist of our centers of excellence to make sure a customer gets great experience and that patient gets great experience consistently time after time after time. In addition to that, it's our reach, both from our ability to service about 90% of the population within several hours, as well as the coverage we have and ability to serve approximately 85% of insured Americans. Those insured Americans, both on commercial as well as CMS type insurance programs. So again, I think that's what gets us excited is: one is the footprint; two is our leadership within the industry; three is our broad product portfolio; and then lastly is our broad payer base that we have. And then I would be remiss not to talk about our teammates. Our teammates that every day get up, come to work and are focused on patient care and making sure what the clinicians need to serve those patients, we're making sure we provide that support. With that, I'll close it out with one last thing, which is what we do as a business, and we focus on our purpose every day of Bringing Care To Life. And that ties back to what we're doing every single day and making sure patients can have the care in their home for the chronic conditions that they have. So with that, thank you, everyone, and I'll turn the call back over to Mark.

Thank you, Ed. All of the Board members and our company leadership team are grateful to our shareholders and teammates for supporting our purpose of Bringing Care To Life, by meeting people where they are and advancing health care solutions in the home. This way, patients and their families can focus on the moments that matter most. Health care is complicated. And at Accendra Health, our mission is to provide medical equipment, supplies and innovative solutions that give patients confidence to manage their health in the comfort of their homes. Thank you all for your confidence and investment in Accendra Health. I declare the meeting adjourned and turn the meeting back to the operator.

Thank you, Mr. Beck. This concludes the meeting. You may now disconnect.