Accuray Incorporated (ARAY) Earnings Call Transcript & Summary

Good morning, and welcome to Accuray Incorporated 2021 Annual Meeting of Stockholders. Please note that this event is being webcast. I would now like to introduce Josh Levine, the company's Chief Executive Officer. Josh, please go ahead.

Good morning, ladies and gentlemen. I'm Josh Levine, Chief Executive Officer of Accuray Incorporated, and it's a pleasure to welcome you to our 2021 Annual Meeting of Stockholders. This year, we are holding a virtual Annual Meeting of Stockholders. We're holding the meeting in a virtual format this year because of the public health risks associated with in-person meetings during the COVID-19 pandemic. We believe strongly in engaging with our stockholders and maximizing their ability to meaningfully engage with us and we are pleased that our stockholders, no matter where they are located can participate in the meeting virtually today. Before proceeding further, I would like to introduce our directors and officers who are here with us remotely. From our Board of Directors, we have with us today Joe Whitters; our Independent Chairperson, Liz Davila, Jim Hindman, Beverly Huss, Anne Le Grand, Mika Nishimura, Dick Pettingill and Byron Scott. And joining us from the Accuray side are Suzanne Winter, our President; Brandy Green, our Interim Chief Financial Officer; and Jesse Chew, our General Counsel, who will also be acting as Secretary for the meeting. Also here today are Amanda McCarty and Dominic Mills of Grant Thornton LLP, the company's independent registered public accounting firm; and [ Chris Vico ], 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. A written transcript of the Q&A will be posted on our Investor Relations website after the meeting. Now I'll turn the meeting over to Jesse.

Good morning, and welcome to Accuray's 2021 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 for the 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, 2021, a notice of internet availability of proxy materials for the Annual Meeting 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 20, 2021, the record date for the meeting. [ Ms.Vico ] on behalf of Broadridge Financial Solutions has been appointed as the Inspector of Election for this meeting. She has signed the oath of office, which will be filed with the minutes of this meeting together with the affidavit of mailing. Based on information provided to the inspect of election, I can confirm that we have present virtually or by proxy a sufficient number of shares to constitute a quorum. And the meeting is duly constituted. We also have 5 shareholders in attendance virtually at today's meeting. 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 wishes to vote remotely, please follow the instructions provided on the web portal. It is now 9:03 a.m. on November 19, 2021, 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 and conclude the Q&A session. The first item of business is the election of 3 Class III 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 2024. Elizabeth Davila, James Hindman and Josh Levine. The Board of Directors recommends that stockholders vote in favor of these nominees. The second item of business is an advisory vote to approve the compensation of our named executive officers or the Say-on-Pay vote. The Board of Directors recommends that stockholders vote in favor of this proposal. The third 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, 2022. 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 remind you that the meeting has been called for the purpose of considering the 3 items of business previously described. Accordingly, all questions that come at this time should be confined to those matters. The virtual meeting webcast is now open for a staple of questions or comments concerning the business before the meeting. Any stockholder who has questions or comments should submit your questions or comments following the instruction of the web portal. As a reminder, please be sure to include your name and e-mail or phone number with your question so that we can reach out to you directly if needed. We'll now 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 on 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 go electronically to cast their ballots. [Voting]

It is now 9:07 a.m. on November 19, 2021, and I declare the polls for each matter to be voted at this meeting now closed. The proxies and votes will be tabulated by the Inspector of Election. The preliminary bill count with respect to the proposals presented at this meeting are as follows: the proposal to elect Elizabeth Davila, James Hindman and Joshua Levine as Class III directors of the company 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, 2022, is ratified. The Inspector of Election will conduct a final count of all votes and the final results will be filed with the SEC on a Form 8-K within 4 business days of this meeting. As there is no further business, unless there's an objection, we will now adjourn this Annual Meeting of Stockholders. This annual meeting of stockholders is hereby adjourned. Thank you again for attending our annual meeting. I will now turn the meeting back over to Josh for a general Q&A session.

Thanks, Jesse. Now we'd like to open things up for stockholder questions and comments outside of the agenda items. In addition to myself, the following Accuray executives are available for Q&A: Suzanne Winter, our President; Brandy Green, our Interim Chief Financial Officer; and Jesse Chew, our General Counsel. Please note that only questions that are relevant to our business operations will be answered, and there's a limit of 2 questions per stockholder. Please be sure to include your name and contact information with your question, and we will attempt to answer as many questions as time allows. We'll pause a moment to give stockholders time to submit 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 now concludes the meeting. Thank you for joining, and have a pleasant day.