BioLife Solutions, Inc. (BLFS) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Meeting of Stockholders of BioLife Solutions, which will be conducted via live webcast. My name is Mike Rice. I'm the Chief Executive Officer and President of the company. At this time, I'd like to turn the meeting over to Roderick de Greef, our Chief Financial and Chief Operator Officer, who will serve as Chairman of the meeting. Rob?

Thank you, Mike, and good morning, everyone. At this time, I would like to call the meeting to order. I'd like to begin by introducing the current members of the company's Board of Directors and a representative of our independent registered public accounting firm that are on the call. Joining us today are Raymond Cohen, Chairman of the Board; Andy Hinson, Director; Mike Rice, who is also our CEO and President; and Christina Minasi, who is a partner at BDO. An agenda that outlines the order of business for the meeting is available on the live webcast and can be viewed on the right side of your screen. The stockholders will vote on the following matters at the meeting: One, the election of 5 directors to the company's Board of Directors, each to serve until 2021 Annual Meeting of Stockholders or until his successor is elected and qualified; two, the approval on a nonbinding advisory basis of the compensation of the company's named executive officers; Three, the approval on a nonbinding advisory basis of the frequency of conducting future stockholder advisory votes on named executive officer compensation; and four, the ratification of an amendment to the second amended and restated 2013 performance incentive plan to increase the aggregate number of shares of common stock, which may be issued under the plan from 4.1 million to 5 million shares. If there are any stockholders who wish to vote at the meeting, you could do so by clicking the Vote Here button on the bottom right side of your screen. You will only be able to vote if you have logged into the meeting with your control number. If you have logged into the meeting as a guest, you will not be able to vote. You may vote your shares at any time once you have logged into the meeting until the closing of the polls, which will happen after all of the proposals have been brought to the meeting. Please remember that if you have not voted your shares when voting is called, your vote will not be counted. In advance of this meeting, either a formal notice of Annual Meeting of Stockholders and proxy statement or a formal notice regarding the availability of proxy materials was sent to each stockholder of record as of May 12, 2020, which is the record date for this meeting. Sarah Williams of Ellenoff Grossman & Schole has been appointed to act as inspector of elections for the meeting. Her Oath as inspector of election has been submitted and will also be appended to the minutes of this meeting. The inspector of election has polled the stockholders present and voting at the meeting and has examined the proxies. Her report of stockholders represented at the meeting has been submitted and indicates that the holders of shares in excess of the number necessary to constitute a quorum are present or represented by proxy. The inspector of elections report will be appended to the minutes. After the meeting is adjourned, we will accept general questions from stockholders that have logged into the meeting with their control number. If you wish to ask a question, please type your question into the text box on the bottom left of your screen and press the submit button once done. We may not have an opportunity to answer all questions, but we will do our best to respond. The first item of business before the meeting is the election of 5 directors to the Board of Directors to serve until the 2021 Annual Meeting of Stockholders or until his successor is duly elected and qualified. The proxy statement listed the company's director nominees. The candidates for director, who have been nominated by the Board of Directors to serve as directors, are Raymond Cohen, Thomas Girschweiler, Andrew Hinson, Michael Rice and Joseph Schick. The company has not received notice of any other nominations for director as required under the company's bylaws. Therefore, I declare nominations closed. The 5 nominees that receive the largest number of votes will be elected as director.

Good morning. My name is Todd Berard, and I am a stockholder. I hereby move that Mr. Raymond Cohen, Thomas Girschweiler, Andrew Hinson, Michael Rice and Joe Schick each be elected as Director to serve until the 2021 Annual Meeting of Stockholders or until a successor is elected and qualified.

My name is Mike Rice, and I second the nominations.

Any stockholders desiring to vote may do so now. [Voting]

As mentioned previously, we will not be closing the polls on this motion or any of the subsequent motions until all of the motions before the stockholders have been discussed. The second item of business before the meeting is the approval on a nonbinding advisory basis of the compensation of the company's named executive officers as provided in the proxy statement.

My name is Todd Berard, and I am a stockholder. I hereby move to approve on a nonbinding advisory basis, the compensation of the company's named executive officers.

My name is Mike Rice, and I second the motion.

Any stockholders desiring to vote may do so now. [Voting]

Third item of business before the meeting is to approve on a nonbinding advisory basis, the frequency of conducting future stockholder advisory votes on named executive compensation. Stockholders have the option of voting for a frequency of 1, 2 or 3 years. The frequency that receives the largest number of votes at this meeting will be the frequency used for future stockholder advisory votes on named executive officer compensation.

My name is Todd Berard, and I am a stockholder. I hereby move for a vote on a nonbinding advisory basis that the frequency of future stockholder advisory vote on named executive officer compensation occur between once each year and once every 3 years.

My name is Mike Rice, and I second the motion.

Any stockholders desiring to vote on the frequency may do so now. [Voting]