Addus HomeCare Corporation (ADUS) Earnings Call Transcript & Summary

Hello, and welcome to the Addus HomeCare Annual Meeting. I would like to turn the call over to Dirk Allison.

Thank you. Good morning. I'm Dirk Allison, President and Chief Executive Officer of Addus HomeCare Corporation. I'd like to welcome you to the company's 2020 Annual Meeting of Shareholders. In light of the ongoing public health impact of the COVID-19 pandemic and to support the health and well-being of the company's shareholders, employees and their families, we are holding this meeting virtually via live audio webcast. All of us at Addus HomeCare hope you're staying safe and healthy during these challenging times. We appreciate your being with us today virtually. It is now shortly after 10:00 a.m. Central time on October 27, 2020, and this meeting is officially called to order. Let's move directly to the business of this meeting. I will serve as Chairman of the meeting. Brian Poff, who is our Executive Vice President and Chief Financial Officer, will serve as Secretary of this meeting. Also, in addition to Brian, we have in attendance today other executive officers, Brad Bickham, Darby Anderson, Sean Gaffney, Laurie Manning, Michael Wattenbarger and David Tucker. We also have in attendance members of our Board of Directors: Chairman, Steve Geringer; Mark First; Michael Earley; Susan Weaver; Darin Gordon; and Jean Rush. I would like now to ask Brian to turn to certain procedural formalities.

Thank you, Dirk. To ensure the orderly conduct of the business of this meeting, we have adopted the order of business to match the order of proposals set forth in our notice of annual meeting of shareholders and proxy statement. The rules of procedure for today's meeting are available on the meeting web portal. We ask that in fairness to all shareholders attending this meeting, you honor these rules. The voting polls are open now and will close shortly after all proposals have been announced. You may vote your shares using the vote function of the meeting web portal, if you have not already done so. If you have a question or comment that relates to a proposal being presented, please submit it through the meeting web portal by typing the question into the ask-a-question field as soon as possible and prior to the discussion of the proposals to permit the chairman time to discuss and address the question. Following the close of voting, we will announce results and adjourn the meeting. Our first action in the general order of business today will be to review the proposals to be considered. After voting on these proposals, we will then receive a report containing the voting results Let me introduce Dru Anderson of Corporate Communications, Inc., who assisted in the distribution of the proxy material. Ms. Anderson will serve as the Inspector of Election for today's meeting to determine the presence of a quorum and to serve as judge of voting on all matters requiring shareholder vote. Next, I note that I have a list of shareholders entitled to vote at this meeting and evidence that notice of this meeting was properly given to all shareholders of record as of the close of business on the record date, September 10, 2020. This list has been available for inspection and were made available during this meeting for inspection by shareholders. With that, I will turn it back over to Dirk.

Thank you, Brian. Ms. Anderson, has the inspector of elections determined whether a quorum is present at this meeting?

Mr. Chairman, I have determined that there are shareholders represented at this meeting, virtually present or by proxy, holding common stock representing at least 89.48% of the eligible votes, which is sufficient for a quorum and for transacting the business of this meeting.

Thank you. I find that a quorum is present for the purpose of conducting business at this meeting, and I declare that this meeting is legally convened and ready to transact business. All holders of the company's common stock as of the close of business on September 10, 2020, are entitled to vote at this meeting, either in person or by proxy, on all business to come before the meeting. The first item of business on our agenda today is the election of 2 Class II directors to serve for a term of 3 years or until their successors are duly elected and qualified. Michael Earley and Steven Geringer are nominated to serve as Class II directors. The secretary advises me that there was no nominations by shareholders submitted to the company prior to this meeting in accordance with the bylaws. Therefore, I declare the nominations closed. The second item on our agenda is the ratification of the appointment of PricewaterhouseCoopers LLP as our independent auditor for the fiscal year ending December 31, 2020. The third item on our agenda is the approvals on an advisory nonbinding basis of the company's compensation of its named executive officers. I now declare the polls for this meeting to be open. Any shareholder present who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions provided there. Shareholders who have already sent in proxies or previously voted and do not want to change their vote, do not need to take further action. [Voting]

I now announce the post for this meeting closed. Will the Inspector of Election please report the results of the vote?

Mr. Chairman, on the proposal for the election of the Class II directors, the affirmative vote of a plurality of the votes cast by shareholders present and entitled to vote at this meeting were cast in favor of Michael Earley and Steven Geringer. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent auditor for 2020 received the affirmative vote of the majority of the shares of common stock present and entitled to vote at this meeting. The proposal to approve, on a nonbinding advisory basis, the compensation of the company's named executive officers received the affirmative vote of the majority of the shares of common stock present and entitled to vote at this meeting.

Thank you. The chairman declares that each of the proposals on which we voted today has been duly approved. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. The business for which this meeting has been held is now complete. We want to thank everyone who participated in today's virtual meeting, and thank you for your continued interest in Addus HomeCare. I now declare this meeting formally adjourned.

Ladies and gentlemen, you may now disconnect.