AdaptHealth Corp. (AHCO) Earnings Call Transcript & Summary

July 9, 2020

NASDAQ US Health Care Health Care Providers and Services shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator

operator
#1

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the AdaptHealth Annual Meeting. At this time, I would like to turn the conference over to Mr. Luke McGee, Chief Executive Officer of AdaptHealth Corp. Sir, please begin.

Luke McGee

executive
#2

Good morning. I'm Luke McGee, Chief Executive Officer of AdaptHealth Corp. And it is a pleasure to welcome you to our Annual Meeting of Stockholders. This meeting is now called to order. On behalf of our directors, officers and employees, I want to thank you for joining us at our first virtual Annual Meeting of Stockholders. We are holding this meeting virtually to maximize shareholder participation in light of the COVID-19 pandemic, and we hope everyone is staying safe and healthy in these unprecedented times. Following the official items of business, we will answer questions submitted on the website. If you have logged on to the meeting with your control number, you may ask a question by typing in the box at the bottom of the screen any time during this meeting. Before we begin, I would like to introduce the company's directors and officers who are with us on the webcast today: Our Chairman of the Board, Richard Barasch; our President and Director, Josh Parnes; our Chief Financial Officer, Jason Clemens; and our General Counsel and Secretary, Chris Joyce. At this time, I would like to turn the floor over to Chris Joyce, General Counsel and Secretary, for the procedural matters at this meeting.

Christopher Joyce

executive
#3

Thank you, Luke. Turning now to the procedural matters and the formal business of the meeting. Please note that the record date for the meeting was June 30, 2020. As a result, only stockholders of record on the close of business on that date are entitled to vote and submit questions at this meeting. Proxy materials for this meeting were first mailed on or about August 3, 2020, to all stockholders of record and will be maintained with the minutes of this meeting. Mr. Louis Larsen has been appointed as the inspector of elections for the meeting, and he has signed an oath of office, which is available for your examination and will also be filed with the minutes of this meeting. As previously noted, I will serve as secretary for purposes of the annual meeting. Please be advised that we have present online or by proxy a sufficient number of shares to constitute a quorum, so the meeting is duly constituted. And I have been authorized by the Board to hold and act upon proxies solicited and received by the company in connection with the meeting. We will vote by proxy and by ballot today. If you voted by Internet or telephone or sent in your proxy card and do not intend to change your vote, then it is not necessary to vote again because we will count your proxy. If you have not yet submitted a proxy card and wish to vote on these items or wish to revoke a proxy card you previously signed, you may vote your shares by clicking on the Vote Here button on your screen now. You will need the control number provided on your proxy in order to vote your shares online. As described in the proxy materials, there are 3 items on the agenda today. Each of these items has been described in the proxy materials previously delivered to all stockholders of record for the meeting. As noted in the agenda, there will be a period following formal adjournment of the meeting for questions. If you have any questions about the matters at hand, please submit directly through the Q&A tool. Once again, if you have logged into the meeting with your control number and would like to ask a question, you may do so by typing your question into the box at the bottom of the screen. We will prioritize questions that relate to proposals considered at this meeting. If you have general questions about AdaptHealth, please include your contact information so that we can respond directly to you after the meeting. The first item on which we are voting today is to elect 3 Class I directors: Richard Barasch; Alan Quasha; and Luke McGee, each for a 3-year term expiring at our 2023 Annual Meeting of Stockholders. The second item on which we're voting today is to ratify the appointment of KPMG LLP as AdaptHealth's independent registered public accounting firm for the fiscal year ending December 31, 2020. The third item on which we are voting today is the approval, for purposes of complying with Nasdaq Listing Rule 5635, of the issuance of the shares of Class A common stock, representing equal to or greater than 20% of the outstanding common stock or voting power of AdaptHealth, issuable upon conversion of our Series A Preferred Stock and issuable upon conversion of the Series B-1 Preferred Stock, which is issuable upon conversion of our outstanding Series B-2 Preferred Stock. For those of you who are voting today, the polls are now open, so you can submit online accordingly and indicate the way you wish to vote. We will now pause to allow stockholders to vote. [Voting]

Christopher Joyce

executive
#4

In just a moment, we will report the results of the meeting after we tally the votes. The polls have now closed, and we've completed our tally of the votes. Mr. Lou Larsen, the inspector of elections, will report these results.

Louis Larsen

attendee
#5

The preliminary results are as follows: Of the 59,171,876 shares of common stock eligible to vote at this meeting, a total of approximately 33,936,008 shares of common stock were actually present or represented by proxy. This represents a vote of approximately 57.35% of the total shares eligible to vote. The first proposal was to approve the election of 3 Class I directors to serve on AdaptHealth's Board of Directors. I hereby declare that each of Richard Barasch, Alan Quasha and Luke McGee received the requisite plurality vote and are each elected for a 3-year term, expiring at AdaptHealth's 2023 Annual Meeting. The second proposal was to ratify the selection of KPMG LLP as AdaptHealth's independent registered public accounting firm for the fiscal year ending December 31, 2020. An aggregate of approximately 99.55% of the total shares represented and entitled to vote on this proposal at the meeting was voted in favor of this proposal. I hereby declare that the proposal is passed by the necessary votes. Third proposal was to approve, for purposes of complying with Nasdaq Rule 5635, of the issuance of shares of Class A common stock, representing equal to or greater than 20% of the outstanding common stock or voting power of AdaptHealth, issuable upon conversion of Series A Preferred Stock and issuable upon conversion of Series B-1 Preferred Stock issuable upon conversion of Series B-2 Preferred Stock, an aggregate of approximately 99.99% of the total shares represented and voting on this proposal at the meeting was voted in favor of this proposal. I hereby declare that the proposal has passed by the necessary vote.

Christopher Joyce

executive
#6

Thank you, Lou. This brings the formal business portion of the meeting to an end. I would like to thank all stockholders present online as well as those who participated by proxy. Following adjournment, we will conduct a brief Q&A session to answer questions submitted during the meeting. There being no further business, do I have a motion to adjourn the business portion of the meeting? I see from our VSM portal that a shareholder submitted a motion to adjourn. Is there a second? A shareholder on the VSM portal has seconded, so the meeting is now adjourned. Thank you for your support and for joining us today. I'll now turn the phone call over to Luke McGee.

Luke McGee

executive
#7

Thanks, Chris. At this point, we'll open up the meeting for questions submitted on the VSM shareholder portal. None submitted? I want to thank all of our shareholders on behalf of the directors, officers and employees of AdaptHealth, and we hope you have a great day.

Operator

operator
#8

Ladies and gentlemen, thank you for participating in today's conference. This concludes the program. You may now disconnect. Everyone, have a wonderful day.

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