Harvard Bioscience, Inc. (HBIO) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Harvard Biosciences (sic) [ Harvard Bioscience ] 2020 Annual Shareholder Meeting. I will now turn the call over to Jim Green.

Thank you. It's a pleasure to welcome you to the 2020 Annual Meeting of Stockholders of Harvard Bioscience, Inc. I'm James Green, President, Chief Executive Officer and Chairman of the Board of Directors of the company. I will act as Chairman of the meeting. Thank you for joining us today. We're excited to be hosting our virtual meeting for the first time this year, which allows us to enhance safety of meeting participants, be more inclusive and reach a greater number of our stockholders. We have stockholders attending via the web portal and the toll-free number that we have provided. In keeping with the digital approach to this year's meeting, it is now shortly after 11:00 a.m. Eastern Standard Time on June 11, 2020, and this meeting is officially called to order. I'd like to start by acknowledging the other directors of the company present today: Katherine Eade, Alan Edrick, John Kennedy, Thomas Loewald, Bertrand Loy, and Susan Steele. It's my pleasure to introduce our Chief Financial Officer, Mike Rossi, who has been appointed to act as inspector of elections. Mr. Rossi has taken the oath of inspector of elections earlier today. Additionally, in attendance today is our independent auditors and general legal counsel; Bill Hildebrand and Leanne Cote of Grant Thornton, our independent auditors; and for our general legal counsel, we have Joseph Volman and Robert Petitt of Burns & Levinson. An agenda for the meeting has been posted on the web portal. It is our intention to follow the agenda so that the purposes of the meeting may be achieved in an orderly and expeditious fashion. We request that only record holders of shares of Harvard Bioscience stock as of the close of business on April 17, 2020 and their duly appointed proxies address the formal portion of the meeting. Immediately following the formal portion of the meeting, which will address matters required by law, you will have an opportunity to comment and ask questions that are germane to the purpose of the meeting. Only validated stockholders may ask questions in this designated field on the web portal. Please note that this meeting is being recorded. However, no one attending via the webcast or telephone is permitted to use any audio recording device. We will now proceed to the formal business of the meeting. Mr. Petitt, who is acting as secretary for the meeting, informs me that the Notice of the Meeting was sent to all stockholders of record as of the close of business on April 17, 2020, the record date for this meeting. Only stockholders of record on that date are entitled to vote at this meeting. Mr. Rossi has been appointed inspector of elections by the Board of Directors of the company. He will assist in the conduct of this election. To assist in record keeping, we will assume that all stockholders who have signed and returned a proxy card or previously voted by phone or Internet, even though present, intend to vote their shares as previously voted, unless such stockholders vote through the web portal today. I would now ask the inspector of elections to inform us whether a quorum is present.

Mr Green, as of the record date, there were 38,375,133 shares of common stock outstanding and entitled to vote. 19,187,567 shares constitute a quorum. Substantially in excess of that number are represented at this meeting, either in person or by proxy.

Thank you. I therefore declare that a quorum is present. The first order of business on the agenda is the presentation of the discussion regarding the proposals presented for approval or ratification at this meeting of stockholders. The first proposal is the election of 2 Class II Directors nominated by the Board of Directors, each for a 3-year term, such term to continue until the Annual Meeting of Stockholders in 2023 and until such directors' successors are duly elected and qualified or until their earlier resignation or removal. As set forth in the proxy statement made available to stockholders in connection with this meeting, the Board of Directors has nominated Thomas Loewald and Katherine Eade as Class II Directors of the company. The affirmative vote of a plurality of the votes cast at this meeting is required for the election of the nominees. Each stockholder that is entitled to vote is entitled to vote for or withhold his or her votes from the nominees. The second proposal is the ratification and the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. Affirmative vote of a majority of the votes cast at this meeting is required for the ratification of the appointment of Grant Thornton LLP. On this proposal, each stockholder that is entitled to vote is entitled to vote for, against or abstain. The third proposal is the approval of the Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan. The affirmative vote of a majority of the votes cast at this meeting is required for the approval of this proposal. On this proposal, each stockholder that is entitled to vote is entitled to vote for, against or abstain. The fourth proposal is the approval by a nonbinding advisory vote of the compensation of Harvard Bioscience's named executive officers. The affirmative vote of a majority of the votes cast at this meeting is required for the approval by a nonbinding advisory vote of this proposal. On this proposal, each stockholder that is entitled to vote is entitled to vote for, against or abstain. If a stockholder would like to make a comment regarding any of the proposals, please submit your comment through the web portal, and we'll take a few minutes to see. There being no further discussion regarding the proposals, we turn to the second order of business. I now declare the polls open for a vote of the stockholders on each proposal. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on 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. We're going to wait about 60 seconds for any vote changes. [Voting]

Now that everyone has had the opportunity to vote, I now declare the polls closed for the 2020 Annual Meeting of Stockholders. The inspector of elections has informed me that a plurality of the votes cast at this meeting, either through the web portal or by proxy, has been voted in favor of the election of Thomas Loewald and Katherine Eade as Class II Directors. I, therefore, declare that Thomas Loewald and Katherine Eade are hereby elected as Class II Directors, each for a 3-year term, such term to continue until the Annual Meeting of Stockholders in 2023 and until such directors' successors are duly elected and qualified or until their earlier resignation or removal. Inspector of elections has also informed me that a majority of the votes cast at this meeting, either through the web portal or by proxy, has been voted to ratify the appointment of Grant Thornton LLP. I therefore declare that the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified. Inspector of elections has also informed me that a majority of the votes cast at this meeting, either through the web portal or by proxy, has been voted to approve the Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan. I therefore declare that the Harvard Bioscience, Inc. Fourth Amended and Restated 2000 Stock Option and Incentive Plan has been approved. Inspector of elections has also informed me that a majority of the votes cast at this meeting, either through the web portal or by proxy, has been voted to approve by a nonbinding advisory vote, the compensation of Harvard Bioscience's named executive officers. I therefore declare that the compensation of Harvard Bioscience's named executive officers has been approved. There being no further business to come to before the formal portion of this meeting, I hereby declare the formal portion of this meeting adjourned. Thank you for your participation. We will now move on to the questions and comment period. We will take stockholders' questions that are being entered today through the web portal and will only answer questions that are germane to the purposes of this meeting. Please note, we will attempt to answer as many questions as time allows. Okay. Thank you for attending this Annual Meeting of Stockholders. We have not received any further questions relating to this meeting, and we'll now close the meeting. Thank you. Have a good day.

Ladies and gentlemen, this concludes your meeting. You may now disconnect.