Avanos Medical, Inc. (AVNS) Earnings Call Transcript & Summary

Good morning, and welcome to the Avanos Medical, Inc.'s Annual Meeting of Stockholders. I would like to introduce Ross Mansbach, Corporate Secretary.

Good morning. Thank you for being with us today, and welcome to Avanos Medical, Inc.'s 2021 Annual Meeting of Stockholders. My name is Ross Mansbach, I'm the Corporate Secretary of the company and will be the Secretary of this meeting. I will first go over a few housekeeping matters, and then I will introduce Gary Blackford, the Chairman of our Board of Directors and the Chairman of today's meeting. On March 19, 2021, we provided the following materials to each stockholder of record as of the record date, March 5, 2021; the 2021 proxy statement and the annual report for 2020. On April 8 and April 20, 2021, we also provided supplemental information to our proxy statement. This meeting is virtual only due to the COVID-19 pandemic. More than 94% of the company's common stock is represented at this meeting, either in person or by proxy. As a result, this meeting is properly convened, and a quorum is present. The company and inspectors of election, each have affidavits confirming these matters as well as a certified list of stockholders. The materials will also be filed with the record. The following inspectors of election have been appointed: Sid Rodrigue, a relationship manager with Broadridge Financial Solutions, Inc.; and Sarah Ernst, a partner with the law firm of Alston & Bird. Gary will introduce each of the 5 proposals set forth in the proxy statement and identified on the agenda. No other items have been submitted for consideration at the meeting. Gary will give stockholders the opportunity to ask questions about the proposals after all proposals have been presented. [Operator Instructions] We may not be able to answer every question during the meeting, but we will do our best to respond to as many as possible, and we will address any unanswered questions through website shortly after the meeting. For the question-and-answer session, we will look on all proposals at the same time. Voted by telephone or Internet, your shares will be voted by the proxy committee as you have directed. If you have not voted your shares yet or if you wish to change your vote on any matter, you may do so by clicking the voting button on the web portal and following the instructions. And now I would like to introduce Gary Blackford, the Chairman of our Board of Directors, who will preside over this meeting.

Thank you, Ross, and welcome everybody to our 2021 Annual Meeting of Stockholders. We appreciate you being on with us today and hope that everyone attending this virtual meeting is safe and healthy. This is our second virtual annual meeting. The virtual format has been necessitated by the public health risk posed by COVID. As a corporate citizen, and especially as the health care company, we want to do our best to bring an end to the pandemic. Before we proceed with the business portion of this meeting, I'd like to acknowledge Bill Hawkins, a Board member since 2015. Bill has chosen not to stand for reelection, and his board service will end at the conclusion of this meeting. On behalf of myself, the other Board members, management and our employees throughout the world, I'd like to thank Bill for his extraordinary leadership of the company, including as Chairman of the Compliance Committee; and most recently, as Chairman of the Compensation Committee and for his many contributions over the past 5-plus years. Bill, thank you for your service to having us and your leadership. In addition to Bill, the following other directors are in attendance today: John Byrnes, Heidi Kunz, Patrick O’Leary, Maria Sainz, Julie Shimer, and Joe Woody, who's also our CEO. We'll first consider and vote on the proposals in our proxy statement. Each of the 5 proposals is being presented today, have been described in our -- in detail in our 2021 proxy statement and supplemental materials. Proposal number 1 is the election of directors. The 2 nominees for director with a term to expire at the Annual Meeting of Stockholders in 2022, are myself, Gary Blackford and Patrick O’Leary. Proposal 2 is for the ratification of the Audit Committee selection of Deloitte & Touche as the company's independent registered public accounting firm to audit the company's 2021 financial statements. Proposal number 3 is an advisory vote to approve the compensation of our named executive officers, sometimes referred to as say on pay. Proposal 4 is a vote to approve the frequency of stockholder advisory votes to approve the compensation of our named executive officers. This is sometimes referred to as say on frequency. Proposal number 5 is for the approval of our 2021 Long Term Incentive Plan. On behalf of the Board of Directors, I declare that both myself and Patrick O’Leary have been properly nominated for a 1-year term expiring in 2022 at the annual stockholders' meeting. And that each of the other proposals have been properly approved and presented for consideration at this meeting. We will now open the floor for general discussion. Is there any discussion on any of the proposals or any other questions or comments? [Operator Instructions] Ross Mansbach will read the question that we will answer during this meeting. And then either I, on behalf of the Board, or Joe Woody, our CEO; or Michael Greiner, our CFO, will answer those questions. As mentioned, we'll address any unanswered questions at our corporate website shortly after the meeting. Ross, are there any questions?

Gary, I do not see any questions.

Great. Thank you. I declare now that the polls are open. We'll take a pause to give people a chance to vote. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for the 2021 Annual Meeting of Avanos Medical are closed. The inspector of elections has advised me that both of the nominees for director were elected with a term to expire at the Annual Meeting of Stockholders in 2022. The selection of Deloitte & Touche as the company's independent registered public accounting firm was ratified. The proposal to approve our named executive officers' compensation was approved. The proposal to approve the frequency of stockholder votes on our named executive officer compensation, with the frequency of 1 year was approved. The proposal to approve our 2021 Long Term Incentive Plan was approved. Each of the proposals presented was approved by a substantial majority of the shares represented at the meeting and at least the majority of the outstanding shares. The final voting results will be filed with the SEC and will be available on our website within 4 business days. On behalf of your Board of Directors and the entire management team, I'd like to thank you for your attendance today and your support of Avanos Medical. I now declare that this meeting is adjourned. Thank you.

Thank you. The Avanos Medical, Inc. Annual Meeting of Stockholders has now come to an end. Thank you for attending. You may now leave the virtual meeting.