Assertio Holdings, Inc. (ASRT) Earnings Call Transcript & Summary

Good afternoon. I am Jim Fogarty, Chairman of the Board of Directors of Assertio Therapeutics, Inc., and I'm happy to welcome you to Assertio Therapeutics' 2020 Annual Meeting of Stockholders. In light of ongoing developments related to COVID-19, we are hosting this meeting virtually to safeguard the health of all involved. We have shareholders attending via the web portal and telephonically as provided for in our proxy statement. Before I call the meeting to order, I'd like to introduce the members of the Board and senior management who are with us today. The other members of the Board joining us today are: Karen Dawes; Jay Galeota; Arthur Higgins, who is also our President and CEO; Heather Mason; Bill McKee; Peter Staple; Jim Tyree and David Wheadon. I'll now introduce the members of management of the company also joining us today in addition to Arthur. Dan Peisert, Senior Vice President and Chief Financial Officer; Dr. Stan Bukofzer, Senior Vice President, Chief Scientific and Technical Officer; Sam Schlessinger, our Senior Corporate Counsel; and Sharon Larkin, Senior Vice President, Human Resources and Administration. Also with us for today's meeting is Pramit Mehta of Ernst & Young, the company's independent auditors. It is now shortly after 1:00 p.m. Central time on May 19, 2020 and the meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in your notice of annual meeting and proxy statement. Shareholders who are attending via the webcast may submit questions electronically during the meeting by typing in the Submit a Question box. Your question will not be visible to other participants. Shareholders were also able to submit questions in advance of today's meeting by e-mailing the company at [email protected]. Questions received prior to and during the meeting will not be answered live. But instead, we will respond to such questions following the conclusion of the meeting in accordance with the procedural rules. This may include a direct response to the shareholder or a response posted to the Investors section of the company's website depending on the subject matter and relevance. Please note that today's meeting will be conducted in accordance with the agenda and rules of conduct for the meeting available on the website. Sam Schlessinger, senior Corporate Counsel of the company, will act as Secretary of the meeting. Mr. Schlessinger, will you please report at this time with respect to the mailing of the notice of the meeting and the stockholders' list?

We have available upon request a complete list of the stockholders of record of the company's common stock on April 15, 2020, the record date for the meeting. I also have an affidavit of mailing certifying that on or about April 20, 2020, the mailing of the notice of the annual meeting of stockholders of the company, together with the accompanying proxy materials, was initiated to all stockholders as of the record date.

At this time, I'd like to introduce Jennifer Hipelius, who has been appointed inspector of elections for this meeting and taken the oath of inspector of election earlier today. Will the Secretary please report at this time with respect to the existence of a quorum?

I've been informed by the inspector of elections that proxies -- inspector of election the proxies have been received for a majority of the 81,344,829 common shares entitled to vote on the record date, and accordingly, a quorum is present.

We will now proceed with the formal business of this meeting. There are 8 proposals to be considered by the stockholders at this meeting, each as described more fully in the company's definitive proxy statement mailed to stockholders of record on or about April 20, 2020. No action will be taken on the proposals to adjourn the meeting or transact other business.

The polls are now open for voting on all matters to be presented. The polls will be closed for voting after we go through these matters to be voted on.

The first item of business is to approve the issuance of shares of Assertio Holdings common stock in connection with Zyla Life Sciences merger. The second item of business is the election of 9 directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified. The nominees for directors are: Karen Dawes, Jay Galeota, Arthur Higgins; Heather Mason, Bill McKee, Peter Staple, Jim Tyree, David Wheadon; and myself. As described in the proxy statement, Karen Dawes, Jay Galeota and I will resign from the Board upon closing of the Zyla merger, and the remaining Board members will appoint 3 Zyla directors to fill these vacancies. The third business matter is to -- amendment to the 2014 Omnibus Incentive Plan to increase the number of available shares by 13 million as disclosed in the proxy statement. The fourth business matter is to approve an amendment to the 2004 employee stock purchase plan to increase the number of available shares by 1.2 million as disclosed in the proxy statement. The fifth business matter is to authorize, subject to the Board's discretion, an amendment to the certificate of incorporation to effect a reverse stock split at a ratio of not less than 1:2 or greater than 1:4 as disclosed in the proxy statement. The sixth business matter is a say-on-pay vote, a nonbinding vote to approve on an advisory basis the 2019 compensation paid to the company's named executive officers as disclosed in the proxy statement. The seventh business matter is a nonbinding vote to approve on an advisory basis the merger-related executive compensation arrangements as disclosed in the proxy statement. The eighth business matter is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2020. Stockholders who have sent in proxies or voted via telephone or internet and do not wish to change their vote do not need to take any action. Any stockholder who hasn't yet voted or wishes to change their vote may do so by clicking on the Voting Information button on the web portal and following the instructions there. Now that everyone has had the opportunity to vote, I now declare the polls closed. Will the Secretary please report the preliminary results?

Based on the results of the inspector of elections, all of the nominees for Director have been elected and each of the other 7 business matters other than the nonbinding say-on-pay proposal 6 have been approved. A full tally of the votes cast on all matters before the meeting will be set forth in a current report on Form 8-K, which will be filed with the SEC within 4 business days. Mr. Chairman, that concludes the business portion of the meeting.

Is there a motion to adjourn the meeting?

I move for adjournment.

Is there a second?

I second the motion.

I cast all proxy votes in favor of the motion.

The meeting is now adjourned.