InfuSystem Holdings, Inc. (INFU) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of InfuSystem Holdings, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Barry Steele. The floor is yours.

Thank you. Welcome to InfuSystem's 2025 Annual Meeting of Stockholders, which is being held virtually today. We are pleased that you have joined us this afternoon. I will act as Secretary of our meeting today. With me is Ms. Carrie Lachance, current President and Chief Operating Officer, incoming CEO and member of the Board, who will chair the meeting; and Mr. Addam Chupa, Executive Vice President and Chief Information Officer. The other members of the Board of Directors, the senior management team and the representatives of Deloitte & Touche LLP, the company's independent auditors, are joining us virtually. All these individuals will be available to answer questions. Stockholders may submit questions at any time by using the Q&A icon on your screen. There are 2 sources of information to which I would like to draw your attention. The first is the rules of conduct, which will govern our meeting. The other is the agenda for the meeting, both in the lower left-hand corner of your screen. I will now turn the meeting over to incoming CEO and Board member, Carrie Lachance, who will call the meeting to order.

Good afternoon, everyone. Will the meeting please come to order. I would like to thank all of you for your presence at InfuSystem Holdings, Inc.'s 2025 Annual Meeting of Stockholders. I am Carrie Lachance. And on behalf of the Board of Directors and the company's management team, I would like to extend a special welcome to our stockholders in attendance. Mr. Steele called to your attention the agenda, along with the rules of conduct for the meeting. [Operator Instructions] The Secretary has delivered an affidavit of mailing, establishing that notice of this meeting was duly given. A copy of the notice of the meeting and the affidavit of mailing will be incorporated into the minutes of the meeting. All stockholders of record at the close of business on March 20, 2025, are entitled to vote at this meeting. A complete list of stockholders as of this record date was prepared and certified and is available to stockholders at this meeting as indicated on your screen. Also, I have been advised that there are represented in person or by proxy at least 16,150,392 shares of common stock or approximately 76.85% of all of the shares entitled to vote at the meeting, constituting a quorum. Thus, the meeting is duly convened. Moving to the matters to be voted on today. If you have voted your shares prior to the start of the meeting today, your vote has been received by the company's inspector of election, and there is no need to vote those shares during this annual meeting, unless you wish to revoke or change your vote. Any stockholder who does wish to vote at the meeting may do so now as indicated. The first proposal to be voted on today is the election of the 7 directors to serve until the 2026 Annual Meeting of Stockholders and until their successors are duly elected and qualified. The nominees' qualifications are described in the proxy materials. Our Board has nominated for election the following persons as directors: Kenneth Eichenbaum, Paul Gendron, Ronald Hundzinski, Beverly Huss, Carrie Lachance, Scott Shuda and John Sviokla. The second proposal to be voted on is the approval by advisory vote of the company's executive compensation. The third proposal to be voted on is the approval of amendment to increase the number of shares reserved under the InfuSystem Holdings, Inc. 2021 Equity Incentive Plan. The fourth proposal to be voted on is the approval to amend the company's amended and restated certification of incorporation to remove blank check company business combination provisions. The fifth proposal to be voted on is the approval to amend the company's amended and restated certification of incorporation to provide an exclusive forum provision. The sixth proposal to be voted on is the approval to amend the company's amended and restated certification of incorporation to reflect new Delaware law provisions regarding officer exculpation. The seventh and last proposal to be voted on is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025. We will wait just a few moments to make sure that anyone who desires to vote has the opportunity to do so. [Voting]

If there are no questions and the votes have been cast, I declare the polls closed. I will now ask the Secretary to provide the results of voting that took place before the beginning of our meeting today. Any votes received during the meeting will be included in the final vote tally will be reported in a Form 8-K, which will be filed by the company in the next few days.

Based on the votes received and tallied, the following nominees have been elected to the Board: Kenneth Eichenbaum, Ronald Hundzinski, Paul Gendron, Beverly Huss, Carrie Lachance, Scott Shuda and John Sviokla. The compensation of the executive officers has been approved by advisory vote. The amendment to increase the number of shares reserved under the 2021 equity incentive plan has been approved. The amendment to the company's amended and restated certificate of incorporation to remove blank check business combination provisions has been approved. The amendment to the company's amended and restated certificate of incorporation to provide an exclusive forum provision has been approved. The amendment to the company's amended and restated certificate of incorporation to reflect new Delaware law provisions regarding officer exculpation has been approved, and the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2025, has been approved.

This concludes the formal portion of our meeting. I will now check to see if any additional questions were submitted during the meeting. If there are no further questions, I would again like to express our sincere appreciation to the stockholders for their attendance and voting of their shares of InfuSystem stock. Thank you.

This concludes the meeting. You may now disconnect.