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

Good afternoon. I'm Peter Staple, Chairman of the Board of Directors of Assertio Holdings, Inc., and I'm happy to welcome you to Assertio's 2021 Annual Meeting of Stockholders. Considering the ongoing developments related to COVID-19, we're hosting this meeting virtually again this year 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 Dan Peisert, also our President and CEO; Heather Mason; Bill McKee; and Jim Tyree. I'll now introduce the members of management of the company joining us today in addition to Dan Peisert, Paul Schwichtenberg, Senior Vice President and Chief Financial Officer; Ajay Patel, Senior Vice President, Chief Accounting Officer; jack Hoblitzell, Senior Vice President, Technical Operations; Sam Schlessinger, Vice President, Legal; and Max Nemmers, Head of Investor Relations and Administration. Also with us for today's meeting is [ Arla Lack ] of Graham Thornton, the company's independent auditors. It is now shortly after 1:00 p.m. Central Time on May 11, 2021, 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. [Operator Instructions] 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, Vice President, Legal, 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 March 31, 2021, the record date for this meeting. I also have an affidavit of mailing certifying that on or about April 15, 2021, the mailing of the notice of 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 have been informed by the Inspector of Elections that proxies have been received for a majority of the 173,449,424 common shares entitled to vote on the record date and accordingly, a quorum is present.

Thank you. We will now proceed with the formal business for this meeting. There are 5 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 15, 2021. No action will be taken on the proposal to 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 the matters to be voted on.

The first item of business is the election of 5 directors to serve until the next Annual Meeting of Stockholders or until their successors are elected and qualified. The nominees for directors are Heather Mason, Bill McKee, Dan Peisert, Jim Tyree and myself, Peter Staple. The second 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 1:12 and proportionately reduce the number of authorized shares of common stock as disclosed in the proxy statement. The third business matter is to authorize, subject to the Board's discretion, an increase in the number of authorized shares of common stock from 200 million to 300 million shares. The fourth business matter is known as a say-on-pay vote, a nonbinding vote to approve, on an advisory basis, the 2020 compensation paid to the company's named executive officers. The fifth business matter is ratification of the appointment of Grant Thornton as the company's independent registered public accounting firm for the company's fiscal year ending December 31, 2021. An insufficient number of votes have been cast at this meeting to properly consider the second and third items of business, that is the 2021 reverse split proposal and the proposal to increase the number of authorized shares. As the meeting chair and in accordance with Section 2.7 of the bylaws of the company, I will be adjourning this meeting until June 9 at 1:00 p.m. Central Time to solicit additional votes. The reconvened meeting will be held virtually and be accessible as follows: either by using the same website you use for today's meeting, namely www.cstproxy.com/assertiotx/2021; or by telephone, within the U.S. and Canada, 1 (877) 770-3647 with passcode for telephone access of 62782283#. This information will be posted on our website by early next week. The polls will remain open for the reverse split, proposal 2, and the increase in authorized shares, proposal 3, through the conclusion of the annual meeting on June 9, 2021, at 1:00 p.m. Central Time. 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's had the opportunity to vote at this meeting, I will now declare the polls closed with respect to all matters other than the reverse split proposal, proposal 2, and the increase in authorized shares proposal, proposal 3. As previously mentioned, the polls with respect to proposals 2 and 3 will remain open through the conclusion of the annual meeting on June 9, 2021, at 1:00 p.m. Central Time. Would the secretary please report the preliminary results?

Thanks, Peter. Based on the report of the inspector of elections, all the nominees for director have been elected. Proposal 4, the say-on-pay proposal, has passed and proposal 5, the auditor ratification, has passed. A full tally of the votes cast on all matters before the meeting will be set forth in the 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.

Thank you. Is there a motion to adjourn the meeting?

I move for adjournment with respect to proposals 2 and 3 until June 9, 2021, at 1:00 p.m. Central Time at www.cstproxy.com/assertiotx/2021.

Is there a second?

I second the motion.

I cast all the proxy votes in favor of the motion.

Thank you. The meeting is now adjourned until June 9, 2021, at 1:00 p.m.