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 require technical assistance during the meeting can call Continental's technical support line at the phone number posted on the meeting login page. I would like to welcome you to the 2022 Annual Meeting of Stockholders of iCAD, Inc. I am Stacey Stevens, Chief Executive Officer, President and Director of the company, and I will act as Chair of this meeting. Also joining us today from Dentons US LLP, outside counsel to the company, are Jeffrey Baumel, Rob Condon and Grant Levine. And from Continental Stock Transfer &Trust Company, Henry Farrell. Patricia Padurean will act as Secretary of the meeting, and Henry Farrell has been appointed to act as inspector of the election. As a preliminary matter, we appreciate the participation of all attendees today, and we wish that we could host this meeting in person. However, felt it was appropriate to once again have a virtual meeting. We note that stockholders may submit questions through the virtual meeting website at any time during this meeting. The company will at its discretion, provide answers to properly raised and appropriate questions on the Investor Relations section of our website after the meeting. We remind you that we hold conference calls every quarter, at which time we respond in real time to questions, and we urge you to listen in 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 the notice and the affidavit of mailing will be incorporated into the minutes of this meeting. All stockholders of record at the close of business on April 29, 2022, 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 the 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, Ms. Stevens. The stockholder list shows that holders of 25,181,857 shares of common stock to the company are entitled to vote at this meeting. There are, represented in person or by proxy, 20,721,660 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, Mr. Farrell. Because holders of a majority of the shares entitled to vote at this meeting are represented in person or by proxy, I declare a quorum has been met in 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 matters to be voted on. The first matter to be voted on today is the election of Stacey Stevens, Timothy Irish, Michael Klein, Dana Brown, 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, by nonbinding advisory vote, the resolution approving named executive officer compensation. The third 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, 2022. I declare the polls open for voting on proposals number 1 through 3 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 via telephone or Internet and do not want to change their vote, do not need to take any further action. We will declare the polls closed in 1 minute. [Voting]

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. I understand that the inspector is now ready to provide a preliminary report. Mr. Farrell, will you please provide the preliminary report?

The ballots and proxies have been counted and Stacey Stevens, Timothy Irish, Michael Klein, Dana Brown, Nathaniel Dalton, Dr. Rakesh Patel, Andy Sassine and Dr. Susan Wood have been duly elected as directors. The resolution appointing -- approving 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, 2022, has been ratified on a preliminary basis.

Thank you, Mr. Farrell. The final vote tally will appear in a Form 8-K to be filed with the Securities and Exchange Commission on or before June 24, 2022. Stockholders are invited to engage with the company by participating in our quarterly earnings call or by contacting the company or the company's Head of Investor Relations at ir@icadmed.com. We will now conclude today's event. Thank you for joining us at the iCAD, Inc. Annual Meeting of the Stockholders.