Guardant Health, Inc. (GH) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting of Stockholders for Guardant Health, Inc. [Operator Instructions] As noted in the rules and procedures posted to the same web portal, only stockholders of record on April 20, 2020, may ask questions at this meeting. I would now like to turn the call over to your host, AmirAli Talasaz. Mr. Talasaz, you may begin.

Good morning, and welcome to 2020 Annual Meeting of Guardant Health, Inc. I'm AmirAli Talasaz, President, Chief Operating Officer, Chairman and Co-Founder of Guardant. I will be acting as Chairman of this meeting. It's now shortly after 9:30 a.m. Pacific Time, and this meeting is officially called to order. Thank you for joining our annual stockholder meeting this year, which we are conducting virtually via live interactive audio webcast due to the public health risk related to COVID-19. This format allows us to help protect the health and safety of our stockholders, employees, officers and directors as we respond to the challenges of the outbreak, and we appreciate your support in that effort. This format also facilitates greater stockholder access and participation, given the ease of participating online. To make our annual meeting as accessible as possible for our stockholders, we are pleased to provide you the opportunity to vote and ask questions through the meeting web portal. If by any chance you encounter technical difficulties accessing or otherwise participating in this meeting, please call our support team at (800) 586-1548. This is a U.S. domestic toll-free number or (303) 562-9288, and this is the international line. Copies of our agenda and Rules of Conduct for this meeting, including the procedures for asking questions are available on the meeting web portal. To conduct an orderly meeting, we ask that participants review and abide by these rules. As is our custom, we will conduct a formal portion of our meeting first and then address questions at the end. As stated in the Rules of Conduct, only stockholders on our record date who have logged-in into the web portal may ask questions at this meeting. Should you desire to ask a question during the meeting, please submit your question in the designated field on the meeting web portal. Substantially, similar question will be answered only once. To promote a fair and efficient use of our resources and to ensure all stockholder questions are able to be addressed, we will response to no more than 3 questions from a single stockholder. Please also note that we are recording this meeting. Stockholders and all other persons attending these meetings are not permitted to record this meeting. Thank you for your cooperation with these rules. John Saia will serve as Secretary for this meeting. Kathy Blackwell of Broadridge Financial Solutions Inc. will serve as Inspector of Elections and has taken an oath of office as Inspector of Elections. Helmy Eltoukhy, Michael Wiley and I have been designated as proxies, having full power of substitution to act at this annual meeting. As I previously mentioned as the Chairman of Guardant's Board of Directors also participating in this meeting are all other members of our Board of Directors, Helmy Eltoukhy, Ian Clark, Bahija Jallal, Samir Kaul and Stanley Meresman. Participating in this meeting is Joe Muscat of Ernst & Young LLP, our independent auditors; and Drew Capurro of Latham & Watkins LLP, our outside legal counsel. I will now conduct the formal portion of this meeting as set forth in the agenda. Our Board of Directors set April 20, 2020, as the record date for stockholders entitled to notice and to vote at this 2020 Annual Meeting of Stockholders. We have a certified list of stockholders as of close of business on the record date are entitled to notice of and to vote at this meeting. The list was prepared by Computershare Trust Company, N.A., the company's transfer agent. The list was available for inspection for 10 days prior to this meeting and is available on the meeting web portal for any stockholder wishing to inspect it. I also have an affidavit certifying that on April 28, 2020, we provided access to our proxy materials over the Internet and sent the notice of Internet availability of proxy materials or mailed paper copies of proxy materials to our stockholders of record on the record date. The Inspector of Election has informed me that proxies for more than 83.8 million shares of common stock which represent approximately 88.6% of the total number of outstanding shares of Guardant as of the record date have been received, and accordingly they are the sufficient number of shares to constitute a quorum for the transaction of business at this annual meeting. The polls are now open for any stockholder who has not voted yet or wishes to change their vote. The polls will be closed to voting after I describe the matters to be voted on. Stockholders may vote at this meeting by clicking on the voting button on the meeting web portal and following the instructions on how to vote your shares at this annual meeting. In order to be eligible to vote on the matter presented at this annual meeting, you must have been a stockholder as of April 20, 2020. Stockholders are previously voted by proxy need not cast their votes online today, unless they wish to change their votes. Each share of common stock is entitled to 1 vote on each matter for which such share is entitled to vote. There are 3 proposals to be considered by our stockholders at this Annual Meeting. The first order of business is the election of Class II Directors to serve for a 3-year term and until their successors are elected and qualified or until their earlier resignation or removal. Our Board of Directors has nominated the following individuals to serve as Class II Directors, Ian Clark and Samir Kaul. Directors will be elected by a polarity of the votes of the shared cast online or represented by proxy and entitled to vote. Thus, the 2 nominees receiving the greatest number of polled votes will be elected. The second order of business is ratification of selection by the Audit Committee of Ernst & Young LLP to serve as the company's independent registered public accounting firm for the fiscal year ending December 30, 2020. The affirmative votes of the holders of the majority of the votes cast at this meeting is required for ratification. The third order of business is determining the frequency of which our stockholders will have an opportunity to provide an advisory say-on-pay vote. Stockholders have the option of selecting a frequency of every 1, 2 or 3 years, or they may abstain from voting on this proposal. Our Board of Directors has recommended that our stockholders select an annual frequency for future say-on-pay votes. The affirmative votes of majority of the shares cast at this meeting is required for determining the frequency of the advisory say-on-pay proposal. If none of the alternatives receive a majority, the votes frequency that receives the highest number of votes will be deemed to be the frequency recommended by stockholders. This concludes our introduction of the proposals to be considered at this meeting. If any stockholder wishes to comment or raise any questions regarding the proposals being voted on, please submit your question in the designated field on the meeting web portal. Okay. Looks like there are no questions. Questions regarding anything other than proposals will be addressed in the Q&A portion of the meeting that will follow the voting. I hereby declare that polls closed for voting. The votes and proxies will be held in the possession of the Inspector of Elections. The Inspector of Elections has tallied the voting results. Based on the preliminary report of the Inspector of Elections, I hereby declare that, each Director nominee received a plurality of the votes of the share present online or by proxy at this annual meeting and entitled to vote. As a result, Ian Clark and Samir Kaul have been duly elected as Class II Directors of Guardant. The second proposal received the affirmative vote of the holders of at least a majority of the votes cast at this annual meeting. As a result, the selection of Ernst & Young LLP as the company's independent registered public accounting firm for fiscal year ending December 31, 2020, is ratified. And third, the frequency of 1-year under the third proposal received the affirmative vote of a majority of the shares cast at this Annual Meeting. As a result, the frequency of future say-on-pay votes of every year is approved. The Inspector of Election will prepare its final report once all votes are finally tallied, which will then be included as part of the record of this meeting. The final results will also be detailed in a current report on Form 8-K, which we will file with the SEC within the following 4 days. Now having concluded the formal portion of the meeting, I would like to provide those stockholders participating online an opportunity to ask questions for me or any of our Board members who are in the attendance online. We will attempt to answer as many questions as the time allows. [Operator Instructions] Please limit your questions to matters related to the company and its business.

We received a question from [ John White, ] NYS Common Retirement Fund from New York. The question is, how does the company think about the issue of diversity at the Board level, particularly racial and ethnic diversity? Diversity has been shown to enhance decision-making and provide for protection against a group. Thank you. Thank you very much for this important question. We believe in the power of diversity and, in fact, our Board of Director currently constitutes a few members with different gender or color and race and this is something that we are looking into. We will increase the diversity of our Board of Director more in the years to come, but we agree that the power is always in diversity, and it could make us a stronger company as we are making progress and as we are scaling. Any other questions? Maybe just waiting a few more seconds to see if any question comes. Okay. So it looks like there is no further question. As a result, this concludes our 2020 Annual Meeting of Stockholders. We look forward to speaking with you all again next year. Thank you very much for your continued support, and we will be in touch. This meeting is adjourned. Thank you.

This now concludes the meeting. Thank you for joining, and have a pleasant day.