Inogen, Inc. (INGN) Earnings Call Transcript & Summary

Welcome to the 2020 Annual Meeting for Inogen, Inc. Our host for today's call is Scott Wilkinson, President and Chief Executive Officer. [Operator Instructions] I will now turn the call over to your host, Mr. Wilkinson. Please go ahead, sir.

Good morning, ladies and gentlemen. I'm Scott Wilkinson, I'm the President and Chief Executive Officer and a member of the Board of Directors of Inogen, Incorporated. It's a pleasure to welcome you to the 2020 Virtual Annual Meeting of Stockholders. We will begin today with the formal business of the meeting, and we'll follow with a question-and-answer session. Before proceeding further, I'd like to introduce the company's directors, who are present virtually at this meeting: Heath Lukatch, who is our Chairman of the Board; Raymond Huggenberger, who is our previous CEO and President, now retired; Heather Rider, Chairman of our Compensation, Nominating and Governance Committee; Scott Greer, Chairman of the Audit Committee; Benjamin Anderson-Ray; Loren McFarland and Scott Beardsley. I would also like to introduce the corporate officers who are present virtually at this meeting: Alison Bauerlein, one of our founders and our CFO; Byron Myers, another founder and our EVP of Sales and Marketing; Brenton Taylor, our third Founder and EVP of Research and Engineering; and Bart Sanford, our EVP of Operations. Finally, I would like to introduce Jose Campos from our auditors, Deloitte & Touche LLP; and Zach Myers, our Legal Counsel from Wilson Sonsini Goodrich & Rosati, both of whom are present virtually at this meeting. We have asked Mr. Myers to act as secretary of the meeting and record the minutes of this meeting. Also present virtually is James Alden of American Election Services, who will serve as the inspector of election for the meeting. This annual meeting is being held in accordance with the company's bylaws and Delaware law. During the formal meeting, we will address the matters described in the company's proxy statement dated March 24, 2020. When we complete the balloting, we will announce the results of the vote, and then we will adjourn the formal meeting. After we complete the formal meeting, Ms. Bauerlein and I will be available to take questions from stockholders. We remind you that the rules of conduct for this meeting are available to review on the website used to access this meeting. And we intend to follow these rules during the meeting. We will now proceed with the formal portion of this meeting. I have proof by affidavit that notice of this meeting has been duly given and that a Notice of Internet Availability of Proxy Materials relating to the 2020 Annual Meeting was mailed on or about March 24, 2020, to all stockholders of record on March 13, 2020, the record date for this annual meeting. We have at this meeting a list of the stockholders as of that date. The affidavit of mailing, together with copies of the notice, proxy statement and proxy, will be filed with the minutes of this meeting. The inspector of election has signed the oath of the inspector of election, which will be filed with the minutes of this meeting. The inspector of election has advised me that we have present in person at the virtual meeting and by proxy, a sufficient number of shares to constitute a quorum on all matters being presented at the meeting. So the meeting is duly constituted. For the purposes of this annual Meeting, we will vote by proxy and virtually via the Internet today. For all proposals to be voted upon at this annual meeting, each holder of common stock is entitled to one vote for each share of common stock held of the record at the close of business on the record date. If you have turned in a proxy and do not intend to change your vote, then it is not necessary that you vote at this virtual meeting because we will count your proxy. Those of you who did not turn in a proxy or wish to change your vote, let me do so by clicking the Vote Here button on the website used to access this meeting and following the instructions. The votes cast today will be counted in the final tally along with the proxies previously received. It's now 9:05 a.m. Pacific time on May 11, 2020, and the polls for each matter to be voted on this meeting are now open. The first order of business is the election of the Class 3 Directors. This item is discussed on Page 21 of the proxy statement. The company's Board of Directors presently has 8 members and is divided into 3 classes with staggered 3-year terms. The Board currently consists of 3 Class 1 Directors, 3 Class 2 directors and 2 Class 3 directors. Today, we are electing 2 Class 3 directors. The directors that the stockholders elect at today's meeting will hold office until the 2023 Annual Meeting of stockholders or until his or her successor is duly elected and qualified. As indicated in the company's proxy statement, the Board of Directors nominated Heath Lukatch, Ph.D.; and Raymond Huggenberger to serve as our Class 3 directors. The company's bylaws require that a stockholder wishing to nominate a director candidate provide advance notice to the company of the stockholder's intent. No such notice was received. Accordingly, I declare the nominations for directors closed. The second order of business is the ratification of the appointment by the Audit Committee of our Board of Directors of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year, which will end on December 31, 2020. This item is discussed on Pages 22 through 23 of the proxy statement. The Audit Committee of our Board of Directors selects the company's independent registered public accounting firm annually. The Audit Committee has appointed Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020. The Audit Committee is asking the stockholders for ratification of their appointment. Stockholder ratification is not required by the company's bylaws or other applicable legal requirements. However, the Audit Committee is submitting the appointment to the stockholders for ratification as a matter of good corporate governance. The next order of business is the advisory note on the approval of executive compensation as required by the Dodd-Frank Act, more commonly known as the Say-on-Pay proposal. This item is discussed on Page 24 of the proxy statement. Our Board of Directors recommends a vote for the approval on an advisory basis of the compensation of our Named Executive Officers for the year ended December 31, 2019, as disclosed in the proxy statement. The final item of business is to transact such other business as may properly come before the meeting. Since no other business was proposed, we have no other items of business for the meeting. Those of you voting virtually via the internet, please submit your ballot indicating the way you wish to vote. We will now briefly pause to enable those who are voting virtually to finish voting. [Voting]

It's now 9:09 a.m. Pacific time on May 11, 2020, and the polls for each matter to be voted on at this Annual Meeting are now closed. No additional proxies, votes, changes or revocations will be accepted. The inspector of election will now tabulate the proxies and votes submitted virtually via the internet. The inspector of election has informed me that based upon a preliminary report of the proxies and votes, which we have received, that Heath Lukatch, PhD and Raymond Huggenberger have been elected as Class 3 Directors of Inogen. The appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified, and executive compensation for the year ended December 31, 2019, has been approved. These are the preliminary votes or results of voting. A definitive report of the results of the votes on such proposal will be filed with the minutes of this meeting. The final results will be -- will also be reported in our filings with the SEC. There being no further business to come before this meeting, the meeting is adjourned. Thank you for your attendance. This brings the formal business part of the meeting to an end. We'll now proceed with the question-and-answer period. I'm going to turn the call over to Alison Bauerlein, our CFO, and she is going to be the administrator for the Q& A session.

Great. Thank you, Scott. At this time, we would like to entertain questions or comments from our stockholders. Before we proceed, I would like to note that during the course of the question-and-answer period, representatives of the company may make forward-looking statements regarding future events or the future financial performance of the company, which involve risks and uncertainties. These forward-looking statements speak only as of our most recent press release, announcing results for the first quarter ended March 31, 2020. Inogen disclaims any obligation to update these forward-looking statements except as may be required by law. Such statements are only predictions and actual events or results could differ materially from those predictions due to a number of risks and uncertainties. I refer you to the documents the company files from time to time with the Securities and Exchange Commission, specifically the company's Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2020. These documents contain and identify important factors that could cause actual results to differ materially from those contained in our projections or forward-looking statements. [Operator Instructions] Scott, there have been no questions submitted.

Okay. Well, I'd like to thank you for attending today's meeting and for the interest you have shown in the affairs of our company. We very much appreciate your attendance. And as always, thank you for your support. Good day.

This now concludes the meeting. Thank you for joining, and have a pleasant day.