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

Good morning, ladies and gentlemen. Will the meeting please come to order? 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 2024 Annual Meeting of Stockholders of iCAD, Inc. I'm Dana Brown, Chief Executive Officer, President and Chair of the Board of Directors of the company, and I will act as Chairperson of this meeting. Eric Lonnqvist, our Chief Financial Officer, will act as Secretary of this meeting. Also joining us today from Dentons US LLP, outside counsel to the company, is Jeffrey Baumel. Henry Farrell from Continental Stock Transfer and Trust Company, has been appointed to act as Inspector of Election. We note that stockholders may submit questions through the virtual meeting website at any time during the meeting. 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. 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 22, 2024, 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. The 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. Chairperson. The stockholders' list shows that holders of 26,367,775 shares of common stock of the company are entitled to vote at this meeting. There are represented in person or by proxy, 19,223,699 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. 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, 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 matters to be voted on. The first matter to be voted on today is the election of: Dana Brown; Dr. Rakesh Patel; Andy Sassine; Dr. Susan Wood; Dr. Hedvig Hricak; and Michael Doyle as directors to serve until the next Annual Meeting of Stockholders. The second proposal is to approve the company's 2024 Omnibus Equity Incentive Plan. The third proposal is to approve, by nonbinding advisory vote, the resolution approving named executive officer compensation. The fourth proposal is to approve, by nonbinding advisory vote, the preferred frequency of future nonbinding advisory votes on resolutions approving future named executive officer compensation. The fifth 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, 2024. I declare the polls open for voting on proposals #1 through 5, 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 mail 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. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. [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 no later than tomorrow that reflects any votes properly made at this meeting. Will the inspector please report the results of voting?

The ballots and proxies have been counted. And Dana Brown; Dr. Rakesh Patel; Andy Sassine; Dr. Susan Wood; Dr. Hedvig Hricak; and Michael Doyle have been duly elected as directors. The resolution approving the company's 2024 Omnibus Equity Incentive Plan has been approved on a preliminary basis. The resolution approving named executive officers' compensation has been approved by nonbinding advisory vote on a preliminary basis. The resolution approving preferred frequency of future nonbinding advisory votes on resolutions approving future named executive officer compensation has been approved for 1 year 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, 2024, has been ratified on a preliminary basis.

Thank you, Mr. Farrell. The final vote tally will appear in a Form 8-K filed with the Securities and Exchange Commission to be filed on or before June 19, 2024. We will now conclude today's event. Thank you for joining us at the iCAD, Inc. Annual Meeting of Stockholders.