ICU Medical, Inc. (ICUI) Earnings Call Transcript & Summary

Good morning, and welcome to the 2020 Annual Meeting of Stockholders of ICU Medical Inc. At this time, I would like to inform you that this conference is being recorded for rebroadcast. [Operator Instructions] I will now turn the meeting over to Mr. Bonnell, who will preside over this meeting.

Ladies and gentlemen, the Annual Meeting of Stockholders of ICU Medical, Inc. will come to order. I am Brian Bonnell, Chief Financial Officer and Treasurer of ICU Medical. I welcome each of you to this annual meeting of stockholders. I would like to introduce the current directors of ICU Medical, Inc.: Vivek Jain, Chairman and Chief Executive Officer of ICU Medical; Dr. George A. Lopez, former Chairman and Chief Executive Officer of ICU Medical; David C. Greenberg, Managing Director of HomeThrive, Inc.; Elisha W. Finney, Former Executive Vice President, Finance and Chief Financial Officer of Varian Medical Systems; Dr. Robert S. Swinney, former Intensive Care Unit Physician Specialist; David F. Hoffmeister, former Senior Vice President and Chief Financial Officer of Life Technologies Corp.; and Donald M. Abbey, Executive Vice President of Quality and Information at Dexcom, Inc. In addition, Bruce Rucks, partner of Deloitte & Touche LLP, the company's auditors for 2019, is on the line with us and will be available to receive and answer questions that stockholders may have. Also on the line is Virginia Sanzone, Corporate Vice President, General Counsel and Secretary of ICU Medical, Inc.; and Mr. Louis Larsen, our tabulation agent. Mr. Larsen has been appointed as Inspector of Elections for this meeting. The meeting is being entirely conducted on the Internet only. We adopted this format to make it possible for more of our stockholders to participate in the meeting. The operator will now explain how shareholders can participate and ask questions. Operator?

[Operator Instructions]

Thank you. At this point, I will turn the meeting over to Virginia Sanzone.

Thank you, Brian. This meeting is being held pursuant to written notice mailed on April 3, 2020, to all stockholders of record at the close of business on March 20, 2020, which is the record date determined by the Board of Directors. All stockholders of record as of the close of business on that date are entitled to notice of and to vote at this meeting. Just a reminder that if you are a stockholder of record and wish to vote your shares directly as opposed to by proxy, you must mark your votes on the prescribed form of the ballot, making sure your control number that you received with your proxy card is on your ballot and fax the ballot to the company at (949) 366-4264, as disclosed in the proxy. Or you may visit www.virtualshareholdermeeting.com/icui2020 and cast your vote. Any stockholder of record who wishes to vote by ballot should do so now. Mr. Bonnell will now present the record as to the giving of notice of this meeting.

Thank you, Virginia. The company's tabulation agent, Broadridge Financial Solutions, has provided a certificate of mailing dated April 24, 2020, certifying that on April 3, 2020, at New York, New York, a notice of annual meeting, proxy statement, annual report and proxy card were properly mailed to the company's stockholders of record.

If there are no objections, the certificate of mailing will stand approved and the Secretary will attach it to the minutes of this meeting. The Inspector of Elections will report as to the proxies that have been received and the number of shares represented by proxy.

I report that there are represented at this meeting by stockholders voting by proxies that have been received in due and proper form an aggregate of 20,125,399 shares of common stock out of a total of 20,809,785 shares of common stock outstanding on March 20, 2020. This constitutes approximately 97% of the shares outstanding and entitled to vote at this meeting.

Having heard the report of the Inspector of Elections, I declare that a quorum is present and that this meeting may proceed to transact the business set forth in the Notice of Annual Meeting of Stockholders. We will now proceed to the transaction of business. The polls are now open for voting. Each stockholder may vote the number of shares that he or she held of record on March 20, 2020. The first item of business is to elect 7 directors of the company to serve for a term of 1 year or until their successors have been elected and qualified. The Board of Directors has nominated each of Vivek Jain, George A. Lopez, Robert S. Swinney, David C. Greenberg, Elisha W. Finney, David F. Hoffmeister; and Donald M. Abbey, to serve as directors of ICU Medical, Inc. As no other persons were nominated in accordance with the company's governing documents, we will not be considering any other nominations at this meeting. The second item of business is to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for the company for the year ending December 31, 2020. The third item of business is to vote on the resolution set forth in the company's proxy statement to approve on an advisory basis, the compensation of the company's named executive officers as disclosed in the proxy statement. We will now close the polls for voting, and we will answer any questions submitted online prior to or during the meeting. As no questions were submitted, the Inspector of Elections is now prepared to report on the results of the election of directors.

I have tabulated the votes cast on the election of directors and report that each of the 7 Director nominees received a minimum of 18,719,564 votes or 97% of the shares present or represented by proxy and entitled to be voted in favor of their election to serve until the next annual meeting of stockholders and until their successors have been elected or qualified.

I declare that Mr. Jain, Dr. Lopez, Dr. Swinney, Mr. Greenberg, Ms. Finney, Mr. Hoffmeister and Mr. Abbey have been duly elected as directors of ICU Medical to serve until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified.

I have tabulated the votes cast on the proposal to ratify the selection of Deloitte & Touche LLP as auditors of the company. The proposal received the affirmative vote of 19,896,837 votes or 99.1% of the shares present or represented by proxy and entitled to be voted on in this proposal.

I declare that the proposal to ratify the selection of Deloitte & Touche LLP as the company's independent registered public accounting firm for the year ended December 31, 2020, has been approved.

I have tabulated the votes cast on the advisory vote of the compensation of the company's named executive officers. The proposal received the affirmative vote of 18,915,196 votes or 98.6% of the shares present or represented by proxies and entitled to be voted on the proposal.

I declare that the advisory approval of the compensation of the company's named executive officers has been approved. As there is no further business to come before the meeting, I will turn the meeting back over to Mr. Bonnell.

Thank you, Virginia. Before adjourning the meeting, I would like to tell you that management is committed to continuing the progress we have made and that we thank you for your continued support. The meeting is now adjourned.

Ladies and gentlemen, that concludes our meeting. Thank you for participating, and have a nice day. All parties may disconnect now.