ImpediMed Limited (IPD) Earnings Call Transcript & Summary
November 9, 2021
Earnings Call Speaker Segments
Operator
operatorThank you for standing by, and welcome to the ImpediMed Limited Annual General Meeting. I would now like to hand the conference over to Mr. Scott Ward, Chairman of the Board. Please go ahead.
Scott Ward
executiveGood morning, ladies and gentlemen. My name is Scott Ward, and it is my pleasure as Chairman to welcome those of you participating online to the Annual General Meeting of ImpediMed Limited. Due to the travel restrictions and risks of a physical public gathering caused by the current COVID-19 pandemic, we are once again holding a virtual meeting. We hope that holding a virtual meeting will enable a safer alternative while encouraging greater participation and engagement amongst our shareholders, either online or over the phone. It is now just past 9:00 a.m. in Sydney, the nominated time for the meeting, and I've been informed that a quorum is present. I note that the meeting has been validly constituted, and I am pleased to declare the meeting open. So let's start by reviewing the agenda for today's meeting. First, I will provide a few opening remarks; Mr. Don Williams, the incoming Chair, will then say a few words; and this will be followed by a detailed overview of the group's performance for the 2021 financial year by Managing Director and CEO, Mr. Richard Carreon. Following Rick's presentation, we will allow time for any questions shareholders may have regarding the status of the business. Following the general business questions, we will progress to the formal business of the meeting where the resolutions provided in the notice of meeting will be presented to the shareholders. Once again, we will allow time for shareholders to ask questions regarding the resolutions before proceeding to vote on the resolutions. If you have a question that you would like to ask today, there are 2 ways to do so. First, you may type questions into the online platform. To do this, click Ask A Question then follow the prompts. To ensure you have enough time to prepare and submit your question, I encourage you to expedite the process instead of waiting until later in the meeting. Online questions that are relevant to the business of this meeting will be read aloud verbatim to me on your behalf by the Company Secretary, Ms. Leanne Ralph. Thank you for -- thank you to all of those shareholders who have submitted questions prior to the meeting. We have endeavored to address your questions during the upcoming presentations. The second way to ask a question is by phone. The moderator will ask you your name and will introduce you to the meeting at the relevant time. Please then unmute your phone and ask your question. Please note that you cannot vote over the phone. We will first take questions from shareholders using the online platform and then take questions received over the phone. So with that, I would like to begin today by introducing my fellow directors who are present online today: Mr. Donald Williams, non-Executive Director and Chair of our Remuneration Committee and the incoming Chairman of the Board; our executive -- our Chief Executive Officer and Managing Director, Mr. Richard Carreon; Ms. Judith Downes, non-Executive Director and Chair of our Audit and Risk Management Committee; Mr. David Anderson, non-Executive Director; Dr. Robert Graham, non-Executive Director; and Mr. Amit Patel, non-Executive Director. We also have other ImpediMed executives on the line, as well as Jennifer Barker from our auditors, Ernst & Young, and representatives from the company's share register, Link Market Services, who are also providing the virtual meeting platform today. So now I will progress to the Chair's address. I want to welcome and thank all of you for joining us today. I sincerely hope that all of you and your families are healthy and that you are continuing to successfully navigate this difficult pandemic. As I begin my prepared remarks, I would like to extend our gratitude to our customers who not only continue to serve our patients throughout the coronavirus, but also served on the front line caring for patients under very difficult conditions. During these challenging times, we are immensely proud and humbled to partner with such extraordinary physicians and health care workers. As I reflect on this past year, there have been many extraordinary challenges as we have continued to respond and adjust to the impacts of COVID on our society, on health care and most certainly on our business. Despite these continued COVID headwinds, ImpediMed and its Software-as-a-Service business model has continued to thrive. In FY '21, we delivered solid financial performance and achieved our key development milestones as demonstrated by the recent release of the PREVENT clinical trial results. The conduct of large-scale hallmark clinical trials is never easy and often requires incredible effort, patience and perseverance. PREVENT is certainly no different, and we are very grateful to our principal investigators and medical advisers for their dedication and commitment to this trial. As you know, the PREVENT trial achieved its primary endpoint providing level 1 medical evidence that screening patients for prospective breast cancer-related lymphedema using bioimpedance spectroscopy achieves a clinically and statistically significant reduction in chronic lymphedema. This level 1 evidence is key to securing reimbursement and establishing our product as the standard of care for patients at risk of developing lymphedema. Looking ahead, the results of the PREVENT trial and advancements in the SOZO platform put the company in a strong position for continued growth and success with a highly scalable business model in lymphedema and important new opportunities in heart failure, renal failure and other potential markets. Our Managing Director and CEO, Richard Carreon, has shown tremendous vision and perseverance in transforming ImpediMed to become a contemporary medical technology company. In addition, we have a strong Board of Directors at ImpediMed with the experience and skill necessary to assure sound governance while also providing effective support and guidance for management. Following a successful capital raise, ImpediMed is now progressing to the next phase of its journey, and I believe the company is well positioned to fulfill its mission and improve the quality of care for patients around the world. As a result, after 8 years of service, I have determined that this is a good time for me to step aside and allow new leadership to chart the path forward. I will not seek reelection, and I will retire from the company's Board at the conclusion of today's annual meeting. I would like to thank our ImpediMed employees for their dedication and commitment, to the patients and the customers that we serve. And I also thank my fellow directors for their many contributions to ImpediMed and their ongoing commitment to the company. Finally, I thank you, our shareholders, for your support over the years, and I wish you continued success in the future. It is now my pleasure to introduce Mr. Donald Williams. The Board has elected Don to be the new chairman effective from the conclusion of today's AGM. Mr. Williams was appointed to the Board in 2017, chairs the Remuneration Committee and serves on the Audit and Risk Committee. He has more than 35 years of experience in leadership roles as a certified public accountant and a public company director. I am very pleased that Don has accepted this new role, and I am confident that he will provide strong leadership for the ImpediMed Board of Directors. I'll now pass the meeting over to Don for his address. Don?
Donald Williams
executiveThank you, Scott. I feel very privileged to begin this role at such an exciting time for the company. SOZO's footprint into the market continues to grow, reaching more individuals daily and expanding to more medical indications. As mentioned in Scott's comments, ImpediMed is positioned to meet these opportunities in thoughtful and innovative ways for the benefit of both patients and shareholders. Speaking for both the Board and management, I want to thank Scott for his guidance and commitment to ImpediMed over the past 8 years. He is leaving us with the operational platform to successfully take the company forward. Scott, we wish you and your family the best going forward. It is now my pleasure to introduce Mr. Richard Carreon, who will address our results in more detail and describe the work he is leading to deliver better outcomes for our patients, customers and for you, our shareholders. Rick?
Richard Carreon
executiveThank you, Don. First slide, please. I'll be covering what we've accomplished and how we plan to begin accelerating our growth moving forward. I'll be speaking about our technology, which now extends far beyond just our device. We can now confidently say we've completed the transformation to a digital health platform. The adoption of our technology continues with more than 1,200 devices being used all the way. The affirmation of our technology is well underway through the results of the PREVENT trial, pilot heart failure program as well as sales at AstraZeneca. And finally, I'll be covering key growth drivers and upcoming milestones. Next slide, please. The following is our requisite disclaimer and forward-looking statements. Next slide, please. ImpediMed has come a long way since we first launched the PREVENT trial more than 6 years ago. Although our core technology remains largely unchanged, we have greatly enhanced how patients and clinicians interact with the results of that technology to improve outcomes. Our older technology took 10 to 20 minutes to administer a single test and provided limited data. Our regulatory clearance was for lymphedema assessment in the arms of women undergoing cancer treatment. So a very small portion of the overall oncology opportunity. Today, SOZO is a multi-application digital health platform. The test takes less than 30 seconds to administer. The quality and accuracy have been improved, and we've expanded our regulatory clearances to include disease states that impact the lives of the majority of cancer patients undergoing treatment. Next, please. We now provide comprehensive, medically meaningful, actionable data that improves the outcomes of patients. Our user interface has been designed with extensive input from our customers. It's fast and intuitive. Next slide. SOZO is now a connected digital health platform. This allows cancer centers to have patients take a test anywhere on their campus during their treatment, and the data is immediately available to clinicians for review on phone, tablet or a workstation. Next slide. From the days of a single regulatory clearance for lymphedema, we have the ability to improve the outcome of patients across a whole host of disease states throughout the cancer care continuum. We've expanded our clearances to include upper and lower limb lymphedema in both men and women. We've added protein calorie malnutrition, heart failure and body composition. We have a CE Mark for renal failure and are working towards an FDA clearance. Next slide. We are focused on 3 very large, overlapping market opportunities. Combined, these have an annual total addressable market in excess of $2 billion. The overwhelming unmet medical need in each of these markets is the ability to accurately detect small fluid and tissue shifts in the human body. Next slide. We have a strong and growing adoption of our technology with more than 1,200 devices sold in place globally. We have broad support of major institutions like the Mayo Clinic, Cleveland Clinic and MD Anderson. We have devices in 34 NCCN and National Cancer Institute Centers. AstraZeneca has contracted for more than 410 devices to measure fluid in Phase II drug trials for heart failure and renal failure. Next slide. This past year has been pivotal for ImpediMed. Despite the global pandemic, we achieved a number of key milestones. I won't cover them all, but there are a few worth reviewing. The PREVENT trial reaching statistical significance, obviously, was the capstone for the year. The FDA clearance for heart failure in major and the first major pilot program in Advocate Health Care's Heart Institute. AstraZeneca's exclusive use of our technology in more than 400 institutions worldwide to monitor fluid in 2 major Phase II drug trials. Our FDA breakthrough designation for a proposed renal failure indication. And finally, a successful capital raise of $35 million, along with the ongoing SPP. And as we stated, we believe this will be our last required capital raise. Next slide. We've experienced strong growth even throughout the global pandemic. We exited the financial year at a $10 million annual run rate. Total revenue was up 46% year-over-year and SOZO revenue was up 64% year-over-year. Our SaaS revenue grew at 76% with gross margins at plus 90%, and patient testing exceeded 127,000, growing at over 60%. To put patient testing in perspective, more patients were tested with SOZO in this last financial year than the previous 2 years combined. And keep in mind, all of this was accomplished without private payer reimbursement. Every hospital adopted SOZO because it reduced lymphedema and with the knowledge they won't -- they wouldn't be reimbursed. And we believe that's all about to change with PREVENT. Next slide. The company is at an inflection point. We've completed the transformation to a connected digital health platform. We built a strong foundation for growth. Our technology has regulatory clearances to address a number of significant unmet medical needs, and we're financially strong with approximately $48 million in cash after the capital raise. And this doesn't include the ongoing SPP. So there are 3 focus areas going forward and they remain unchanged, utilizing the PREVENT data to drive commercial reimbursement of lymphedema testing and to expand into the broader oncology space, especially corporate accounts; two, continue the measured approach to the commercialization of heart failure; and three, accelerate our own foray into the renal failure based with the FDA breakthrough designation. Next slide. Let's review these focus areas in more detail. First, oncology. As you know, lymphedema was the first application. A large number of patients, significant unmet medical need. Almost all the SOZO sold to date are for lymphedema management. And as I stated earlier, there hasn't been commercial reimbursement available. But now with the PREVENT trial reaching statistical significance, we believe this is all about to change. Next slide. Let me review how L-Dex will become the standard of care for lymphedema prevention. In the cancer space, there are 2 clear paths forward to reimbursement and both lead to the same outcome, becoming standard of care. Now we made the decision to pursue both avenues. But the first, obtaining the CPT code in both Medicare and commercial payers reimbursed for. We have the CPT code. We have Medicare paid. And we're aggressively working with private payers, so they begin to reimburse physicians and hospitals for testing for the onset of lymphedema utilizing our technology. As reported previously, we have established a care assistant program that helps hospitals and physicians buy denied claims by commercial payers. Our internal team has established an impressive track record in a short period of time. They have won more than 400 cases, in which commercial payers who agreed to pay previously denied claims of patients. Over 100 cases were won on the last month alone, and the team is currently following more than 1,300 cases. Now the second path is through the NCCN cancer guidelines. If your technology, therapy or drug or treatment becomes part of the national cancer guideline, they become standard of care and commercial payers begin reimbursement. Once the PREVENT trial is published in a peer-reviewed journal, we'll begin to meet with key commercial payers and the principal investigators will submit an application to the NCCN for inclusion of our technology into the cancer guidelines. Our objective remains steadfast: to become the standard of care for the early detection of lymphedema. We will aggressively pursue both avenues until we achieve L-Dex as that standard of care for cancer patients. Next slide. We just launched heart failure, a bit slower than we would have liked, but we are now in a position to test the commercial model to the Advocate Aurora Health standard program. As you know, for these patients and their cardiologists, there is no easy and accurate way to measure fluid overload for changes in body composition that may also mask the problem. Clearly, it's a huge market, and we believe we're well positioned for this market. Next slide. Finally, renal failure. Again, a big market with significant unmet medical need, very closely related to heart failure with similar issues around body composition, masking fluid changes and the inability to monitor meaningful changes. What makes the renal market so appealing is the concentration. Two players dominate 2,600 centers each. To put this into context, we have just over 800 devices currently being utilized to manage patients. COVID-19 demonstrated the impact mortality has on these businesses, and we obtained our breakthrough designation by demonstrating we have the potential impact survival rates for renal failure patients. To obtain a breakthrough designation, you must demonstrate to the FDA that you can make a difference. There was a fundamental issue with the current standard of care. Weight scales don't take into account changes in body composition. As these patients lose muscle, especially early on, they are not removing enough fluid. This buildup of excess fluid is causing other issues such as heart failure among the renal failure population, and we believe we can change this dynamic. Next slide. As I stated earlier, financial year 2021 was a pivotal year for ImpediMed. We met a majority of our key milestones. The 2 we were unable to get across the line, we carried into this financial year, and are confident we will achieve both of them. All in all, we made significant progress in achieving the milestones we did and progress in the other 2, allowed us to build a strong foundation from which to accelerate our future growth. Next slide. Let me finish that by reviewing where we're focusing on during this current year. One, we'll continue to drive current revenue growth and expand the use of SOZO; two, for oncology we'll use the PREVENT trial data to drive commercial reimbursement for hospitals and physicians to broaden the use of our technology and expanding the corporate accounts; three, in heart failure, we'll expand our current pilot program to include additional heart institutes. Our objective is to confirm reimbursement and develop and establish patient care pathways and protocols. Fourth, in renal failure, we'll utilize the FDA breakthrough designation to develop a regulatory pathway with the objective of obtaining an FDA clearance and entering this market in a meaningful way. So in closing, I would like to acknowledge the significant accomplishments of our outgoing Chairman, Mr. Scott Ward. Scott came to ImpediMed as a director more than 8 years ago. He helped to transform our company from a capital equipment business to a medical technology company. This was not an easy transition as we had to take several steps backwards before we could move forward. He also oversaw the expansion in the heart failure, the single largest medical market globally. And although we are only just beginning this journey, with his leadership and vision that helped lay the groundwork for this opportunity more than 4 years ago. He has a deep understanding of the medical device market that few will ever achieve, that is a leader of great integrity and vision. We have been fortunate to have him as a Board member, as well as Chairman, all these many years. I believe I speak on behalf of the leadership team, the employees of ImpediMed, the Board of Directors, our clinicians and more importantly, the patients and their loved ones who have been helped and that will be helped in the future, thank you. Your significant contributions that made a difference. Tom, that concludes my remarks.
Scott Ward
executiveWell, Rick, thank you so much, and thank you for those kind comments and really for that excellent presentation. Our company, ImpediMed is certainly in a very fine position because of your leadership and the great work of our management team. So I would now like to open the floor to general questions on the business. You'll have the opportunity to ask questions pertaining to each resolution when we get to the formal business of the meeting. A reminder that this is a shareholder meeting, and therefore, only shareholders are able to ask questions at this meeting. I will now take general business questions received through the online platform. Leanne, are there any questions at this time?
Leanne Ralph
executiveYes, Scott. We've received 1 question from Peter Gregory, and that question is, by my calcs, the core nonclinical business grew by about 1.1 million or 24% last year. And Q1 '21 to Q1 '22 looks like a similar percentage. Have I got that right? I understand the COVID impact, but can you share other factors impacting this, as it is lower growth than I would have expected. What do you expect FY '22 result will be for the core business?
Scott Ward
executiveThank you, Leanne. Rick, I will hand that question off to you to address.
Richard Carreon
executiveYes. Tim, I'm going to pass that off to you for a financial standpoint.
Timothy Cruickshank
executiveSure, yes. Thanks, Peter, for the call. We gave a lot of that -- some of those details in the 4C for those growth numbers. So that sounds correct for the core business when you break it down to that portion. So I think the important thing to think about is with COVID-19, we did see some delays in the corporate account growth that we have. Some of those major corporate accounts that we're going to continue to update the market on, on growth in those accounts in the coming quarters. So I think where you're going to see the largest amount of growth for us moving forward over the next 4 quarters is going to be with those corporate accounts. And we've seen a big reengaging of those corporate accounts as things start to open up in the U.S. from COVID, and...
Leanne Ralph
executiveI understand that this is currently $5 million over 2 years. Assuming it does not end in FY '22, can you comment on the impact that loss will have on the business going forward? And do you expect that its conclusion will mean a sizable inventory for ImpediMed of used devices?
Scott Ward
executiveSo thank you for that question. And Tim, I think that will probably come back to you and/or Rick.
Timothy Cruickshank
executiveYes, [indiscernible]. Go ahead.
Richard Carreon
executiveYes, Peter. So thank you for the question. We do know that AstraZeneca has presented us a big opportunity for the company, and we do know that with the recent contract extension and the addition of devices that will carry over into the next financial year. So we're very excited about that and our ongoing relationship with AstraZeneca. Now we also know that we're going to be having an opportunity to place those devices that those -- at a number of those clinical sites when they're completed with that. So we believe that will take a portion of those devices. The other thing is as we move forward, it's our intention to continue to place devices, and we can refurbish those devices because there's only a handful of tests -- at every center will be taken. So for us to be able to refurbish those devices and put them back in the market will actually help us as we continue to move forward. And we've already built that into our inventory plans and our build plans. So we've already looked at the offset. When we went into the original agreement with AstraZeneca, it was always in mind that we needed to offset every device that they rented from us for a period of time. So I think we're in very good shape. But I can see why you asked that question. Tim, anything else you want to add to that?
Timothy Cruickshank
executiveNo, you covered it all, Rick, thank you.
Scott Ward
executiveExcellent. Thank you. Leanne, are there any other questions?
Leanne Ralph
executiveYes, we have another question from Peter Gregory. The establishment of the credibility from the PREVENT trial has taken some time for the lymphedema segment. Do you expect a similar process and time frame to gain that level of credibility for heart and renal segments?
Richard Carreon
executiveThe heart failure -- well, let's back up for a moment, from a lymphedema standpoint, Peter. The trial for lymphedema was not to get regulatory clearance. It was to provide the level of evidence necessary to get private pay companies to start paying the insurance claims. So as we looked out in heart failure and looked down into renal failure, we looked at several things. First of all, the reimbursement is already established, both for heart failure and for renal failure. We already have an FDA clearance for heart failure. We will need to run additional clinical trials, as we've said, as we continue to expand in that market, but it's not preventing us from moving that market today. But I think to get the big footprint to become a major player, it will cause us to do additional trials as we've stated in the past. For renal failure, again it's a market that's already well established. As we said, there's 2 major players. They do have a reimbursement rate already in there. We just have to fit ours in there as I said during presentation. What's critically important here is that the mortality rates for renal failure patients is quite high. And every percentage point, we can bring that down as a significant opportunity for many large corporations, not only, obviously, for the patients themselves and improved outcomes for the patients, but also from a financial standpoint for these major corporations. So the hard lifting, heavy lifting that we did for renal failure -- oh, excuse me, for lymphedema is not going to be the same heavy-lifting we'll need to do both for heart failure and renal failure.
Scott Ward
executiveOkay. Excellent. Thank you, Rick. Leanne, are there any other questions at this time?
Leanne Ralph
executiveYes, Scott, we have 1 more question from Peter Gregory. I believe that ImpediMed has had strong support from individual shareholders. If the SPP is oversubscribed, will the Board consider accepting more than the $5 million?
Scott Ward
executiveRick, I'll ask you to address that question.
Richard Carreon
executiveYes, Peter, we've had a lot of success both with the first placement, which was oversubscribed and this is looking very, very strong for us. So I think what happens is we're going to have to take a look at -- if it is oversubscribed, by how much is it oversubscribed in. And we want to make sure that we have the opportunity to provide the shares necessary for these shareholders, but we also want to make sure that we know what we need to move this business to cash flow positive. So it's something that we're going to have to carefully consider if we get into an acquisition. And obviously, the SPP goes from tomorrow, and we'll see how it looks and how it shakes out, and then we'll make that decision.
Scott Ward
executiveOkay. All right. Any other questions?
Leanne Ralph
executiveWe have no further questions, Scott, on this item.
Scott Ward
executiveOkay. Excellent. Thank you. I think we'll now take any general business questions received on the phone line. Are there any general business questions on the phone line?
Leanne Ralph
executiveThere are no questions on the phone in respect of any item of business for this meeting and the time for shareholders to register to ask a question on the phone has now passed.
Scott Ward
executiveAll right. Thank you very much, Leanne. And thank you, everyone, for your questions and your comments. Thank you to Rick and to Tim. Naturally for all of our shareholders, we're very grateful for your continued interest in ImpediMed. Ladies and gentlemen, we will now progress to the formal business of the meeting. The Notice of Meeting was sent to all registered shareholders within the notice period required, and I will take the notice convening this meeting as read. Before moving to the various resolutions to be considered today, I will briefly outline procedures for today's meeting. In accordance with the company's constitution and as described in the notice of meeting, voting on all resolutions will be decided on a poll, which I now declare open. Shareholders will be able to cast their vote using the electronic voting card received when online registration was validated. This slide describes how to vote online. If you have any questions about casting your vote online, please refer to the virtual annual meeting online portal guide or use the help line specified on the screen in front of you. The result of the polls will be declared and released to the ASX shortly after the close of the meeting. I have been advised that all proxies received for the meeting have been checked, and I declare them valid for voting. I will disclose proxy votes on your screen prior to the vote being taken for each item. These figures include the results as recorded at the closing time for receipt of proxies, which was 9 a.m. on Monday, the 8th of November 2021. As Chair of the meeting and as detailed in the notice of meeting, I will vote, where authorized, all undirected proxies in favor of each resolution. Moving to Item 1, financial statements and reports. This first item is to receive and consider the financial report, the directors' report and the auditor's report for the year ended June 30, 2021. There is no formal resolution required for this item, but I invite shareholders to ask questions or make a comment on the financial report or reports of the directors and auditors. I also invite shareholders to ask questions or make a comment of the management of the company or ask any questions of the auditor relevant to the conduct of the audit, the preparation and content of the auditor's report, the accounting policies adopted by the company in relation to the preparation of the financial statements, or the independence of the auditor in relation to the conduct of the audit. I will now take questions received through the online platform on the company's financial statements, the performance of the company over the last year, the director's report or the auditor's report. Leanne, have we received any questions through the online platform on this item?
Leanne Ralph
executiveNo, Scott, we have received no questions on this item.
Scott Ward
executiveExcellent. Thank you for that. I will now move on to the next item of notified business, the remuneration report. The resolution in Item 2 is advisory, but we will take shareholder feedback into consideration when formulating our future remuneration policies. The Board is committed to ensuring that the group's remuneration policies and practices are fair, competitive and responsible, and that we communicate the remuneration arrangement with clarity. We have aimed to do this in the 2021 remuneration report that is before you at this meeting today. I put the resolution to the meeting as displayed on your screen to adopt the remuneration report for the year ended June 30, 2021. I will now take questions on this item of business received through the online platform, and I'll check with you, Leanne, once again. Are there any questions?
Leanne Ralph
executiveNo, we've received no questions on this item.
Scott Ward
executiveThank you. Details of votes received for this item are on the screen. Please now select to vote either For, Against or Abstain for Resolution 2 on your electronic voting card. [Voting]
Scott Ward
executiveThank you. The next 2 items of notified business concern the reelection of directors. We will consider each of the election resolutions separately. I refer shareholders to the explanatory memorandum for the experience and details of each candidate seeking reelection by shareholders at this meeting. It is noted in the explanatory memorandum that the Board unanimously supports the reelection of these directors other than the person who is the subject of the vote. The first director standing for reelection is Mr. Amit Patel, and I put the resolution to the meeting as displayed on your screen, that Mr. Patel, being a director who is retiring in accordance with Clause 16 of the company's constitution and ASX Listing Rule 14.4 and being eligible, offers himself for reelection, be reelected as a Director of the company. I will now take questions on this item of business received through the online platform. Leanne, have we received any questions on this item?
Leanne Ralph
executiveWe have no questions on this item.
Scott Ward
executiveThank you, Leanne. Details of the votes received for this item are now on the screen. Please now select to vote either For, Against or Abstain for Resolution 3.1 on your electronic voting card. [Voting]
Scott Ward
executiveThe next director standing for reelection is Mr. Don Williams, and I put the resolution to the meeting as displayed on your screen, that Mr. Donald Williams, being a director who is retiring in accordance with Clause 16 of the company's constitution and ASX Listing Rule 14.4 and being eligible offers himself for reelection, be reelected as a Director of the company. I will now take questions on this item of business received through the online platform. Leanne, are there any questions on the item?
Leanne Ralph
executiveNo, Scott, we have received no questions on this item.
Scott Ward
executiveThank you. Details of votes received for this item are on the screen. So please now select to vote either For, Against or Abstain for Resolution 3.2 on your electronic voting card. [Voting]
Scott Ward
executiveThe next 2 items of business relate to the long-term incentive grants to Mr. Carreon, our Chief Executive Officer and Managing Director in the form of performance rights and options, and they will be put as separate resolutions. Details supporting these 2 resolutions are outlined in detail in the explanatory memorandum to the Notice of Meeting, and I would remind you that the performance grants shown in Item 4 represent the maximum opportunity available if the 2 defined 3-year objectives are met at the maximum performance level. Given that these are 3-year objectives, the performance rights will not vest until mid-2024, and the actual number vesting will be based on the company's performance versus those objectives, which are detailed in the explanatory memorandum. Details of the number of performance rights actually vesting at the time will be included in that year's remuneration report. So Item 4 relates to the grant of performance rights to Mr. Carreon, our Chief Executive Officer and Managing Director, as part of his long-term incentive. I put the resolution to the meeting as displayed on your screen. That for the purposes of 2D.2 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given to the grant and issue of 7,400,000 performance rights to Mr. Richard Carreon, and the issue of shares on the exercise of those performance rights under the ImpediMed employee incentive plan. And on terms and conditions set out in the explanatory memorandum. I will now take questions on this item of business received through the online platform. Leanne, have we received any questions on this item?
Leanne Ralph
executiveNo, we have received no questions on this item, Scott.
Scott Ward
executiveThank you. Details of votes received for this item are on the screen. Please now select to vote either For, Against or Abstain for Resolution 4 on your electronic voting card. [Voting]
Scott Ward
executiveItem 5 refers to the second component of Mr. Carreon's long-term incentive, as I explained a moment ago. I put the resolution to the meeting as displayed on your screen, that for the purposes of Part 2D.2 of the Corporations Act, ASX Listing Rule 10.14 and for all other purposes, approval is given to the grant and issue of 6,159,000 options to Mr. Richard Carreon and the issue of shares on the vesting of those options under the ImpediMed employee investment plan and on the terms and conditions set out in the explanatory memorandum. I now open this item for discussion. Are there any questions online?
Leanne Ralph
executiveNo, we have received no questions on this item, Scott.
Scott Ward
executiveThank you. Details of the votes received for this item are on the screen. Please now select to vote either For, Against or Abstain for Resolution 5 on your electronic voting card. [Voting]
Scott Ward
executiveItem 6 is a special resolution pertaining to the ability of the company to issue up to 10% of the company's share capital without shareholder approval, should this be required. I put the resolution to the meeting as displayed on your screen, that for the purposes of ASX Listing Rule 7.1A and for all other purposes, approval is given to the company having the additional capacity to issue equity securities under ASX Listing Rule 7.1A on the terms and conditions as detailed in the explanatory memorandum. I will now take questions on this item of business received through the online platform. Leanne, are there any questions?
Leanne Ralph
executiveSorry, Scott, we have received no questions on this item.
Scott Ward
executiveOkay, thank you. Details of the votes received for this item are on the screen. Please now select to vote either For, Against or Abstain for Resolution 6 on your electronic voting card. [Voting]
Scott Ward
executiveItem 7 seeks approval for the rules of the ImpediMed employee incentive plan. The company last received shareholder approval for this plan in 2017. I put the resolution to the meeting as displayed on your screen. That for the purposes of Listing Rule 7.2 exception 13 and for all other purposes, approval is given to the issue of securities under the ImpediMed employee incentive plan on the terms and conditions set out in the explanatory memorandum. I will now take questions on this item of business received through the online platform. Leanne, any questions on this item?
Leanne Ralph
executiveNo, Scott, we have received no questions on this item.
Scott Ward
executiveThank you. Details of votes received for this item are now on the screen. Please now select to vote either For, Against or Abstain for Resolution 7 on your electronic voting card. [Voting]
Scott Ward
executiveThe next item of business, Item 8, is a special resolution and is seeking approval for amendments to the constitution. I put the resolution to the meeting as displayed on your screen, that the constitution of the company be amended as set out in the document tabled at the meeting and signed by the Chair for identification with effect from the close of the meeting. I will now take questions on this item of business received through the online platform. Leanne, are there any questions on this item?
Leanne Ralph
executiveWe have received no questions on this item.
Scott Ward
executiveThank you. Details of votes received for this item are on the screen. Please now select to vote either For, Against or Abstain for Resolution 8 on your electronic voting card. [Voting]
Scott Ward
executiveItem 9 relates to the review of the proportional takeover provision in the constitution. I put the resolution to the meeting as displayed on your screen, that the proportional takeover provision in Rule 27 of the company's amended constitution as set out in the document tabled at the meeting and signed by the Chair for identification, be renewed for a period of 3 years commencing from the date of the meeting. I will now take questions on this item received through the online platform. Leanne, are there any other questions on this item?
Leanne Ralph
executiveNo, Scott, we've received no questions on this item.
Scott Ward
executiveThank you. Please now select to vote either For, Against or Abstain for Resolution 9 on your electronic voting card. [Voting]
Scott Ward
executiveLadies and gentlemen, this concludes the formalities of our meeting. Shareholders should now submit their votes. Shareholders and proxy holders will have 5 minutes from now to submit their votes via the online platform. A countdown timer will appear at the top of the screen in the online platform. As I mentioned, the results of today's annual meeting will be released to the market and made available on the company's website as soon as they are available. I now declare the meeting closed. I would like to take this opportunity to thank my fellow directors, Rick Carreon and his management team, for their dedication and commitment to our business, and the customers and patients that we serve. I would also like to thank all of you, our shareholders, for your support and your participation today. Thank you.
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