iCAD, Inc. (ICAD) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen. Will the meeting please come to order? Due to the ongoing COVID-19 pandemic, we are holding this year's annual meeting as an entirely virtual meeting. Stockholders who'll require technical assistance during the call can call Continental technical support line at the phone number posted on the meeting login page. I'd like to welcome you to the 2020 Annual Meeting of Shareholders or stockholders that is of iCAD. I am Michael Klein, Executive Chairman of the Board and Chief Executive Officer of the company, and I will act as Chairman of this meeting. Also joining us today from Dentons US LLP, outside counsel to the company, are Jeffrey Baumel and Nathan Hyman, and from Continental Stock Transfer and Trust Company, Henry Farrell. Jeff Baumel will act as secretary of the meeting, and Henry Farrell has been appointed to act as inspector of election. As a preliminary matter, we appreciate the participation of all attendees today, and we wish that we can all congregate in the same room. However, we are left with this process. We note that stockholders may submit questions through the virtual meeting website at any time during the meeting. The meeting will, at its discretion, provide -- or rather, the company will, at its discretion, provide answers to properly raised and appropriate questions on the Investor Relations section of its website after the meeting. We remind you that we hold conference calls every quarter at which we respond in real-time to questions, and we urge you to listen in the next quarter. Before we proceed, we need to cover some legal formalities. The secretary of the meeting has received an affidavit of mailing from the transfer agent, establishing that notice of this meeting was duly given. A copy of this meeting and the affidavit of mailing will be incorporated into the meetings of this -- into the minutes of this meeting. All stockholders of record at the close of business on April 29, 2020, are entitled to vote at the annual meeting. A list of stockholders as of such date is available on the virtual meeting website and will remain open for inspection during this meeting. Our first order of business at this meeting is to determine whether the shares represented at the meeting, either in-person or by proxy, are sufficient to constitute a quorum for the purpose of transacting business. Mr. Farrell, do you have a report?

Yes, Mr. Chairman. The stockholders list shows that holders of 22,867,121 shares of common stock of the company are entitled to vote at this meeting. There are represented, in-person or by proxy, 18,531,978 shares of common stock representing in excess of a majority of all the shares entitled to vote at this meeting. I also have the oath of the inspector of election.

Thank you. Holders of a majority of the shares entitled to vote at this meeting are requested in-person or by proxy. I declare a quorum has been met, and this meeting -- and this meeting to be duly convened for the purpose of transacting such business that may properly come before it. We will now turn to the matter -- to the matters to be voted on. The first matter to be voted on is the election of Michael Klein, Nathaniel Dalton, Dr. Rakesh Patel, Andy Sassine and Dr. Susan Wood as directors to serve until the next annual meeting of stockholders. The second proposal is to approve and adopt an amendment to the company's certificate of incorporation to increase the authorized shares of common stock from 30 million to 60 million. The third proposal is to approve by nonbinding advisory vote, the resolution approving named executive officer compensation. The fourth proposal is to ratify the appointment of BDO USA LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. I declare the polls open for voting on proposals 1 through 4 with each proposal as described more fully in the proxy statement. 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 by telephone or internet who do not want to change their vote, do not need to take any further action. We will declare the polls closed in 1 minute. And we'll pause. [Voting]

And the votes are in, and I declare the polls closed. The inspector will now report on the votes properly made prior to the meeting. The inspector will provide the company with a final report tomorrow that reflects any votes properly made at this meeting.

The ballots and proxies have been counted and Michael Klein, Nathaniel Dalton, Dr. Rakesh Patel, Andy Sassine and Dr. Susan Wood have been duly elected as directors. The amendment of the company's certificate of incorporation has been approved and adopted on a preliminary basis. The resolution appointing named Executive Officer compensation has been approved by nonbinding advisory vote on a preliminary basis. And the appointment of BDO USA LLP as the company's independent registered public accounting firm for its fiscal year ending December 31, 2020, has been ratified on a preliminary basis.

Thank you, Henry. The final vote tally will appear in Form 8-K to be filed with the Securities and Exchange Commission on or before July 2, 2020. Stockholders are invited to engage with company by participating in our quarterly earnings calls or by contacting the company or our Investor Relations firm, LifeSci Advisors, using the information on the Investors section of our website. We will now conclude today's event. Thank you for joining us at iCAD, Inc.'s Annual Meeting of Stockholders.