ImpediMed Limited (IPD) Earnings Call Transcript & Summary

Thank you for standing by, and welcome to the ImpediMed Limited General Meeting. I would now like to hand the conference over to Ms. Christine Emmanuel-Donnelly, Chair. Please go ahead.

Good morning, ladies and gentlemen. As you've heard, my name is Christine Emmanuel-Donnelly, and it's my pleasure as Chair of the Board to welcome you to this General Meeting of ImpediMed Limited. It's now just past 10:00 a.m. in Sydney, the nominated time for the meeting, and I've been informed that a quorum is present. So I note that the meeting has been validly constituted, and I'm pleased to declare the meeting open. The notice of meeting was made available to all registered shareholders within the notice period required. With your consent, I will take that document as read. As outlined in the notice of meeting, the purpose of it is to seek shareholder approval through remuneration-related resolutions in relation to the appointment of our Chief Executive Officer; Dr. Parmjot Bains; and our Chief Financial and Operating Officer, Mr. McGregor Grant. Both Parmjot and McGregor are of a very high caliber. They're experience being exactly what ImpediMed needs at this stage. As the Board anticipated when making these choices, they've proven to be ideal, committed to the challenge they face. And in the very short time they've been on the job in their interim roles, they've accomplished a great deal to orient the company into a customer-facing position, very focused on the execution of the promise of this technology. Certainly, in the first cab off the rank that is lymphedema is an application. So the Board collectively is proud of the work that they've done to date. We're excited at the pace with which they are achieving change in progress. And I'm certain that as you see the results and performance of these changes in the months and quarters to come, it is as we wished. So this meeting has been convened for the sole purpose of seeking approval for their sign-on awards which is not a short-term or long-term incentive, but rather a sign-on award accompanying their indefinite contracts that align their performance with shareholder interest to achieve some challenging targets. So as this meeting has been convened for this sole purpose and given that we're releasing our FY '24 results tomorrow, I'll just add a friendly reminder that we're not able to comment on or answer questions about the financials in this meeting. So I please ask you to refrain from asking questions about the financial results. We're hosting a webinar tomorrow at 10:00 that will cover those results, and I draw your attention to the ASX announcement released on the 23rd of August, which has a link to register for the results webinar. So moving on to the procedures of asking questions or making comments. So shareholders and proxy holders will have an opportunity to ask questions on each item of formal business. On the online questions, so the information I'm about to provide is contained in the online meeting guide available in the Download section of your screen. You will see at the bottom of your screen 3 boxes, Ask a Question, Get a Voting Card and Downloads. To ask a question, click the Ask a Question button, a box will appear with 2 sections as shown on the screen, select from the drop-down menu, the item of business to which your question relates, then type your question in the space provided. Online questions relating to our business will be read aloud by our company secretary during the relevant item of business. To ensure you have enough time to type and submit your question, I encourage you to start typing now instead of waiting until later. You can also ask questions via the Web Phone, so click on the Go to Web Phone option and follow the instructions. Should you wish to ask a question, press #. Number 1 on the keypad on your screen for the item of business that your question or comment relates. If any time you no longer wish to ask a question and make a comment, you can lower your hand by pressing 2 on the keypad. When it's time to ask your question or make your comments, the moderator will introduce you to the meeting. Your line will be unmuted and you will be prompted to speak. Turning now to voting procedures. There are a number of voting exclusions that apply to the resolutions being presented at today's meeting. These are outlined in the notice of meeting. Voting on all resolutions will be decided via a poll, which I now declare open. The poll will be taken at the end of the meeting and the results announced to the ASX shortly after the close of the meeting. Online voting. To cast your vote using the online platform, please click the Get a Voting Card button and follow the prompts. You may cast your live vote at any time during the meeting. I will give you a 5-minute warning before we close the online voting platform, and you'll see a red bar appearing along the top of the online platform with a countdown timer of how long you have remaining to cast your vote. So with the Chair as proxy where undirected proxies have given to me as Chair of the meeting, I confirm that is set out in the notice of meeting, I will vote where authorized all undirected proxies in favor of each resolution. I will vote all directed proxies given to me as Chair of the meeting in accordance with the directions provided, I've been advised that all proxies received for the meeting have been checked and I declare them valid for voting. For votes received before the meeting, we will display on your screen the number of direct and proxy votes received prior to the meeting when each resolution is put to the meeting and prior to asking for questions or comments. So the first item of business seeks approval to grant performance rights and options to Dr. Parmjot Bains. I put the resolution to the meeting as displayed on your screen. That for the purposes of Listing Rule 10.14, and for all other purposes, approval is given to the grant and issue of 8 million performance rights and -- 8.5 million performance rights and 8.5 million options to Dr. Parmjot Bains, the Chief Executive Officer and Managing Director of the company, and the subsequent issue of shares on the vesting of those performance rights under the ImpediMed Employee Incentive Plan and on the terms and conditions set out in the explanatory memorandum. So the proxy votes for this item received prior to the meeting are now shown on your screen. And the Board's approach on this was to take what the shareholders have previously agreed for the previous CEO's award and to [ harvest ] size for each of the current CEO and CF and Operating Officer. The hurdles are aligned with shareholder value, although challenging offer very aligned incentive to that of shareholders. I just initially want to point out that the Board has the discretion and has agreed with Parmjot and McGregor that if there is any capital reorganization between now and the vesting date of tranche 1 and tranche 2 being the 30th of June 2027 and 30th of June 2028. The principle we've agreed upon is that any such capital will not be used to distort the vesting outcomes. We have made this clear to those shareholders requesting clarity on this point prior to today, and I wanted to reiterate this point to you now. So I will take questions on this item of business. Leanne, any questions?

There are no questions on this item of business.

I will now move on to the next item of notified business, which seeks approval for the grant of performance rights and options to Mr. McGregor Grant. I put the resolution to the meeting as displayed on your screen. That for the purposes of Listing Rule 10.14 and for all other purposes. Approval is given to the grant an issue of 6.5 million performance rights and 6.5 million options to Mr. McGregor Grant, the Chief Financial and Operating Officer and Executive Director of the company and the subsequent issue of shares on the vesting of both performance rights and options under the ImpediMed Employee Incentive Plan and on the terms and conditions set out in explanatory memorandum. The proxy votes for this item received prior to the meeting are now shown on your screen. I will now take business -- questions on this item of business. Leanne, are there any questions on this item of business?

No, we've received no questions on this item.

Moving on to Item 3 of notified business, which concerns the approval of termination benefits of Dr. Parmjot Bains. I put the resolution to the meeting as displayed on your screen. That's for the purposes of Part 2D.2 of the Corporations Act (including sections 200B, 200C and 200E), Listing Rule 10.19 and for all other purposes. Approval is given to the provision of benefits to Dr. Parmjot Bains, the Chief Executive Officer and Managing Director of the company in connection with Dr. Bains ceasing to hold a managerial or executive office with the company or a related body corporate or in connection with the transfer as a whole or any part of the undertaking or property of the company or a related body corporate on the terms and conditions set out in the explanatory memorandum. Proxy votes for this item received prior to the meeting are now shown on your screen. I will now take questions on this item of business. Leanne, are there any questions?

No, there are no questions on this item either.

The final item of business seeks approval of termination benefits for Mr. McGregor Grant. I put the resolution to the meeting as displayed on your screen. That for the purposes of Part 2D.2 of the Corporations Act (including sections 200B, 200C and 200E), Listing Rule 10.19 and for all other purposes, approval is given to the provision of benefits to Mr. McGregor Grant, the Chief Financial and Operating Officer and Executive Director of the company in connection with Mr. McGregor Grant ceasing to hold a managerial or executive office with the company or a related body corporate or in connection with the transfer of the whole or any part of the undertaking or property of the company or related body corporate on the terms and conditions set out in explanatory memorandum. The proxy votes for this item received prior to the meeting are now shown on your screen. I will now take questions on this item business. Leanne, are there any questions?

And we have received no questions on this item of business.

Ladies and gentlemen, this concludes the formalities of the 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 your screen. As I mentioned earlier, the results of today's general 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 also like to thank shareholders for your support and for your participation today. Thank you.

That does conclude our conference for today. Thank you for participating. You may now disconnect.