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

Good morning, and welcome to Inogen, Inc.'s 2021 Annual Meeting of Stockholders. I would now like to introduce Nabil Shabshab, President and CEO of Inogen, Inc.

Good morning, ladies and gentlemen. I'm Nabil Shabshab, and I'm the President and Chief Executive Officer and a member of the Board of Directors of Inogen, Inc. It is a pleasure to welcome you to the 2021 Virtual Annual Meeting of Stockholders. We will begin today with the formal business of the meeting and will 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. We have in presence: Heath Lukatch, Heather Rider, Loren McFarland, I think that's it. I would also like to introduce the corporate officers who are present virtually at this meeting. We have in attendance, Ali Bauerlein, George Parr, Brenton Taylor and Bart Sanford. Finally, I'd like to introduce Jose Campos from our auditors, Deloitte & Touche; 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 the 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 elections 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 23, 2021. 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 of 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 Material relating to the 2021 Annual Meeting was mailed on or about March 23, 2021 to all stockholders of record on March 12, 2021, the record date of 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 purpose of this annual meeting, we will vote by proxy and virtually via the Internet today. For all proposals to be voted up on at this annual meeting, each holder of common stock is entitled to 1 vote for each share of common stock held of 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 who wish to change your vote, may 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 is now 10:11 a.m. Pacific Time on May 10, 2021, and the polls for each matter to be voted on at this meeting are now open. The first order of business is the election of the Class I directors. This item is discussed on Page 24 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 I directors, 3 Class II directors and 2 Class III directors. Today, we are electing 3 Class I directors. The directors that the stockholders elect at today's meeting will hold office until the 2024 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 are Scott Greer, Heather Rider, and Kristen Miranda to serve as our Class I directors. The company's bylaws require that a stockholder wishing to nominate a director candidate provide advanced notice to the company of the stockholder's intent. No such notice was received. Accordingly, I declare the nomination 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 fiscal year which will end on December 31, 2021. This item is discussed on Page 25 and 26 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, 2021. 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 vote 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 27 of the proxy statement. Our Board of Directors recommends a vote for the approval of an advisory and unbinding basis -- on an advisory and unbinding basis of the compensation of our named executive Officers for the year ended December 31, 2020, as disclosed in the proxy statement. The final item of business is to transact such other business as many (sic) [ may ] properly come before the meeting. Since no other business was proposed, we have no further 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 is now 10:15 a.m. Pacific Time on May 10, 2021, 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. Number one, R. Scott Greer, Heather Rider, and Kristen Miranda have been elected as Class I directors of Inogen. Number two, the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021, has been ratified. And finally, number three, executive compensation for the year ended December 31, 2020, has been approved. These are preliminary results of the 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 also be reported in our filing 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 will now proceed with our question-and-answer period.

Okay. 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 involves 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, 2021. 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, 2020, and its quarterly report on Form 10-Q for the fiscal quarter ended March 31, 2021. 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] We will now briefly pause to review any questions submitted. Nabil, I see no questions submitted. If you'd like to close.

Okay. Thank you, Ali. I want to thank all of 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.

Thank you. The 2021 Annual General Meeting of Stockholders for Inogen, Inc. has now come to an end. Thank you for attending. You may now leave the virtual meeting.