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 2022 Annual Meeting of Stockholders. Considering 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 Daniel Peisert, who is 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 Peizer: Paul Schwichtenberg, Senior Vice President, Chief Financial Officer; Ajay Patel, Senior Vice President and Chief Accounting Officer; Sam Schlessinger, Senior Vice President and General Counsel; Bill Iskos, Senior Vice President of Operations; Jeff Christensen, Senior Vice President, Commercial; Vanessa Fox, Vice President, Business Development and Commercial Analytics; and Max Nemmers, Head of Investor Relations and Administration. Also with us today for today's meeting is Arla Lach of Grant Thornton, the company's independent auditors. It is now shortly after 12:30 p.m. Central Time on May 4, 2022, 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] Shareholders were also able to submit questions in advance of today's meeting by e-mailing the company at corpgov.assertiotx.com. 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 Vice President and General 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 March 28, 2022, the record date for this meeting. I also have an affidavit of mailing certifying that on or about April 6, 2022, 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 [ Breelyn Parkinson, ] 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 45,332,303 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 of this meeting. There are 4 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 6, 2022. 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 approve an amendment and restatement of the company's amended and restated 2014 Omnibus Incentive Plan, including an increase in the number of shares available for issuance thereunder. The third business matter is known as a say-on-pay vote, a nonbinding vote to approve on an advisory basis the 2021 compensation paid to the company's named executive officers. The fourth 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, 2022. 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. [Operator Instructions] I'll pause briefly here. [Voting]

Now that everyone has had the opportunity to vote, I will now declare the polls closed. Will the Secretary please report the preliminary results?

Based on the report of the Inspector of Elections, all of the nominees for Director have been elected and each of the other 3 business matters has 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 of the proxy votes in favor of the motion.

Thank you, and the meeting is now adjourned.