Avantor, Inc. (AVTR) Earnings Call Transcript & Summary

Good morning, and welcome to the Avantor Inc. Annual Meeting of Stockholders. I'd like to introduce Raj Gupta, Chairman of the Board of Directors.

Good morning, ladies and gentlemen, and welcome to the 2021 Annual Meeting of Stockholders of Avantor, Inc. I'm Raj Gupta, Chairman of the Board of Directors of Avantor. And before I begin, I would like to take a moment to thank you for taking the time to participate virtually in the annual meeting. At this time, I call the meeting to order. Also present today are the following members of our Board of Directors. Matthew Holt, Jo Natauri, Jonathan Peacock, Michael Severino, Christi Shaw, Gregory Summe and Michael Stubblefield, Additionally, Justin Miller, Executive Vice President, General Counsel and Secretary, along with corporate executives from around the globe have joined us today as well. Justin Miller will act as Secretary and timekeeper of the meeting. The Board of Directors has appointed Angela Hartley of Broadridge Financial Solutions to act as Inspector of Elections. She has previously taken her oath as an Inspector of Elections. Steve Delaney and Ryan Heichel, representatives from Deloitte & Touche are also present today during the questions-and-answers period at the end of the meeting. They will be available to answer questions concerning the company's financial statements. We will not be providing an update on the business as part of this meeting, but would refer you to a relay of our first quarter earnings call, which is available on the Investors section of our website, avantorsciences.com for a summary of company's current performance. I will now turn over the meeting to Michael Stubblefield, Avantor's Chief Executive Officer. Michael?

Thank you, Raj. In order to conduct an orderly meeting, we ask that participants follow the rules of conduct, which can be located on the bottom right corner of the screen under the materials button. Should you desire to ask a question during the meeting, you may click on the Q&A button on the bottom right corner of the screen and type it into the question box that appears. As stated in the rules of conduct, please limit your questions to a total of 2. Though we may not be able to answer every question, we will do our best to answer as many as possible. Please note, the meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. As noted in the notice and proxy statement mailed to all stockholders on or about April 13, 2021, the record date for voting at this meeting was the close of business on March 19, 2021. A list of stockholders on the record date is available for your review. The secretary has delivered an affidavit of mailing to show that notice of this meeting was given. A copy of both the notice and the affidavit will be incorporated into the minutes. The secretary will now report on the existence of a quorum for the meeting.

Good morning, everyone. The stockholder list shows that holders of 581,806,968 shares of common stock of the company are entitled to vote at this meeting. We are informed by the Inspector of Elections that there are represented in person or by proxy 496,831,066 shares of common stock or approximately 85.39% of all shares entitled to vote at this meeting.

Thank you, Justin. Based upon the percentage of the total shares of the company held by holders of record now present at the meeting, either in person or by proxy, a quorum is present. This meeting is now duly convened for the purposes of transacting business properly before it. The next order of business is a description of matters to be voted on at today's meeting. Properly submitted proposals are listed on the agenda and in the proxy materials previously distributed to you and available under the materials button in the lower right corner of the screen. Following the business portion of this meeting, there will be a question-and-answer session. The first item of business today is the election of directors. Four directors are to be elected today. The 4 nominees receiving the highest number of votes of shares present or by proxy during this meeting will be elected as directors. Directors elected today will hold office until the 2022 Annual Meeting of Stockholders and their successors are elected and qualified. The nominees are listed in your proxy materials and on the agenda. The Board of Directors of the company recommends the following nominees: Matthew Holt, Christi Shaw, Michael Severino and Gregory Summe. The company has an advanced notice provision in its bylaws. Accordingly, all nominations are closed. Voting will commence after all items have been presented. We will now move to item 2. The second item of business today contains 2 parts. Item 2A is the amendment to the company's Certificate of Incorporation to permit stockholders holding 20% or more of our common stock to cause the company to call special meetings of stockholders under specified circumstances. If Item 2A is approved, the company will file an amendment to its certificate of incorporation immediately after the vote for this item is obtained. Item 2B is the amendment to the company's Certificate of Incorporation to remove the supermajority voting standards for stockholder approval of future amendments to the company's certificate of incorporation and bylaws. If Item 2B is approved, the company will file an amendment to its certificate of incorporation immediately after the vote for this item is obtained. The Board of Directors of the company recommends approval of the amendments to the company's Certificate of Incorporation. The third item of business today is the ratification of the selection of Deloitte & Touche as the company's independent registered public accounting firm for 2021. The Board of Directors and the Audit Committee recommend the ratification of the selection of Deloitte & Touche. The fourth item before the stockholders of the company is a nonbinding advisory vote to approve the compensation paid to our named executive officers as disclosed in our proxy statement. The Board of Directors recommends approval of the compensation of the named executive officers. Because no further business is on the agenda to come before this meeting, we will move on to voting. The polls are now open. Any stockholder who has not yet voted or wishes to change their vote, may do so by clicking on the voting button on the bottom right corner of the screen in the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote, do not need to take any further action. [Voting]

Now that everyone has had the opportunity to vote, I hereby declare the polls closed. The inspector of elections will count the votes. Will the secretary please report the preliminary results of voting?

The Inspector of Elections has informed us that the ballots have been tabulated and the results are as follows: In the election of directors, each nominee received at least 417,875,032 votes or approximately 86.53% of shares voted. Each nominee, therefore, has been elected as a Director of the company to serve until the 2022 Annual Meeting of Stockholders or until their successors have been duly elected and qualified. Item 2A, with respect to the proposal to amend the company's Certificate of Incorporation to permit stockholders holding 20% or more of our common stock to cause the company to call special meetings of stockholders under specified circumstances. At least 482,430,515 shares or approximately 99.90% of the shares cast and 82.91% of the outstanding shares have been voted in favor of amending the certificate of incorporation. Therefore, we are immediately filing an amendment with the Delaware Secretary of State to affect this change in our certificate of incorporation. Item 2B, with respect to the proposal to amend the company's Certificate of Incorporation to remove the supermajority voting standards for stockholder approval of future amendments to the company's certificate of incorporation and bylaws. At least 482,753,683 shares or approximately 99.96% of the shares cast and 82.97% of the outstanding shares have been voted in favor of amending the certificate of incorporation. Therefore, we are immediately filing an amendment with the Delaware Secretary of State to affect this change in our certificate of incorporation. Item 3, with respect to the ratification of the company's independent auditors, at least 495,004,290 shares or approximately 99.63% of shares cast on this matter have been voted in favor of ratifying the selection of Deloitte & Touche as the company's independent auditors for the fiscal year 2021. With respect to Item 4, the nonbinding advisory vote on the company's named executive officer compensation, at least 462,516,598 or approximately 96.07% of shares cast on this matter have been voted in favor of approving the company's named executive officer compensation. Therefore, the company's named executive officer compensation is approved by nonbinding advisory vote.

Thank you, Justin. The company will be reporting the final vote results in a Form 8-K filed with the SEC within 4 business days. Thank you for attending today's meeting. The meeting is adjourned. We will now have a brief question-and-answer period. I will now open the floor to questions that are germane to the business of the company. Please remember to follow the rules of conduct. If you have a question, please submit it in the question box on your screen. At this time, we are showing no questions. Our program for the day has concluded. Thank you all for attending today's meeting and for your continuing support of the company.