Accuray Incorporated (ARAY) Earnings Call Transcript & Summary

Good morning, and welcome to Accuracy (sic) [ Accuray ] incorporated 2020 Annual Meeting of Shareholders. Please note that this event is being webcast. I would now like to introduce Josh Levine, the company's President and Chief Executive Officer. Josh, please go ahead.

Good morning, ladies and gentlemen. I'm Josh Levine, President and Chief Executive Officer of Accuray Incorporated, and it's a pleasure to welcome you to our 2020 Annual Meeting of Stockholders. This year, we're holding a virtual annual meeting of stockholders. The meeting is being held virtually this year because of the public health risks associated with in-person meetings during the COVID-19 pandemic. We believe in engaging with our stockholders and maximizing their ability to meaningfully engage with us. We are pleased that our stockholders, no matter where they are located in the world today, can participate in this meeting in a virtual format. Before proceeding further, I'd like to introduce our directors and officers who are with us remotely today. From our Board of Directors, we have with us today, Lou Lavigne, our Independent Chairperson; Liz Dávila; Jim Hindman, Beverly Huss, Anne Le Grand, Dick Pettingill and Joseph Whitters. And joining us from Accuray are Shig Hamamatsu, our Chief Financial Officer; Suzanne Winter, our Chief Commercial Officer; and Jesse Chew, our General Counsel, who will also be acting as Secretary for the meeting. Also here today are Tim Zingraf and Dominic Mills of Grant Thornton LLP, the company's independent registered public accounting firm; and Kris Veaco, a representative of Broadridge Financial Solutions, who will be acting as our Inspector of Election. We will be conducting the formal business of the meeting first, followed by an opportunity for stockholders to ask questions. Please note that only validated stockholders may ask questions in the text box on your screen. You can submit your questions at any time during the meeting prior to the end of the Q&A session. We will try to answer as many questions as we have time for, but we may not be able to answer all questions submitted. I'll now be turning the meeting over to Jesse.

Thanks, Josh. Good morning, and welcome to Accuray's 2020 Annual Meeting of Stockholders. In the interest of an orderly meeting, we ask that you read and comply with the rules of order we have supplied for the benefit of all attendees today, including the instructions on submitting any questions with a Q&A session to follow. The meeting will now come to order. We will proceed with the formal business of the meeting. I have an affidavit certifying that on October 1, 2020, a Notice of Internet Availability of Proxy Materials for the annual meetings of stockholders of the company was deposited in the U.S. Mail to all stockholders of record as of the close of business on September 21, 2020, the record date. Ms. Veaco, on behalf of Broadridge Financial Solutions, has been appointed the Inspector of Election for this meeting. She has signed an oath of office, which will be filed with the minutes of this meeting together with the affidavit of mailing. Based on information provided by the Inspector of Election, I can confirm that we have present virtually or by proxy a sufficient number of shares to constitute a quorum. The meeting is duly constituted. If you have previously submitted your proxy and do not intend to change your vote, then it's not necessary that you vote remotely today. If you want to change your vote or if you are a stockholder who has not submitted a proxy and wants to vote remotely, please follow the instructions provided on the web portal. It is now 9:04 a.m. Pacific Time on November 20, 2020, and the polls are now open for voting on all matters to be presented. The polls will be closed to voting after we go through the matters to be voted upon. The first item of business is the election of 2 Class II directors to serve for a 3-year term or until their successors are elected and qualified. The following individuals have been nominated for the 3-year term ending in 2023. The Beverly A. Huss and Louis J. Lavigne, Jr. The Board of Directors recommends that stockholders vote in favor of these nominees. The second item of business is the approval of the amended and restated 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder. The Board of Directors recommends that stockholders vote in favor of this proposal. The third item of business is the approval of the amended and restated 2007 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder. The Board of Directors recommends that stockholders vote in favor of this proposal. The fourth item of business is an advisory vote to approve the compensation of our named executive officers on the say-on-pay vote. The Board of Directors recommends that stockholders vote in favor of this proposal. The fifth item of business is to ratify the appointment of Grant Thornton LLP as Accuray's independent registered public accounting firm for the fiscal year ending June 30, 2021. The Board of Directors recommends that stockholders vote in favor of this proposal. We will now proceed to the question and comment period on the agenda items. I will remind you that the meeting has been called for the purpose of considering the 5 items of business previously described. Accordingly, all questions and comments should be confined to those matters at this time. The virtual meeting webcast is now open for stockholder questions or comments concerning the business before the meeting. Any stockholder who has questions or comments should submit those questions or comments following this -- the instructions on the web portal. We will pause a moment to give stockholders time to submit questions. Seeing no questions, if you have not yet voted or wish to change your vote, you may do so now by clicking on the Voting button in the web portal and following the instructions. If you have not yet submitted a proxy or electronic ballot, you must submit your electronic ballot now for your vote to be counted by the Inspector of Election. We will leave the polls open for another minute to allow anyone who chooses to vote electronically to cast their ballots. It is now 9:08 a.m. Pacific Time on November 20, 2020, and I declare the polls for each matter to be voted on at this meeting now closed. The proxies and votes will be tabulated by the Inspector of Election. The preliminary vote count with respect to the proposals presented at this meeting are as follows: The proposal to elect Beverly Huss and Louis J. Lavigne, Jr. as Class II directors of the company is approved. The proposal to approve the amended and restated 2016 Equity Incentive Plan to increase the number of shares of common stock authorized for issuance thereunder is approved. The proposal to amend -- to approve the amended and restated 2007 Employee Stock Purchase Plan to increase the number of shares of common stock authorized for issuance thereunder is approved. The proposal to adopt the resolution approving, on an advisory basis, the compensation of the company's named executive officers as described in the proxy statement is approved. The appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending June 30, 2021, is ratified. The Inspector of Election will conduct a final count of all votes and the final results will be filed with the Securities and Exchange Commission on a Form 8-K within 4 business days of this meeting. As there is no further business, unless there is an objection, we will now adjourn this Annual Meeting of Stockholders.

Now we'd like to open things up for stockholder questions and comments. In addition to myself, the following Accuray executives are available for Q&A: Shig Hamamatsu, our Chief Financial Officer; Suzanne Winter, our Chief Commercial Officer and Senior Vice President of Research and Development; and Jesse Chew, our General Counsel. Please note that only questions that are relevant to our business operations will be answered, and there is a limit of 2 questions per stockholder. We will attempt to answer as many questions as time allows. I'll now pause for a moment to assemble the queue of questions. Since we have not received any questions at this time, we will now conclude the question-and-answer session. Thank you again for attending our annual meeting. We very much appreciate your attendance. And as always, thank you for your support.

This does conclude the meeting. You may now disconnect.