Inotiv, Inc. (NOTVQ) Earnings Call Transcript & Summary

Hello, everyone, and welcome to Inotiv Inc.'s Annual Meeting of Shareholders. It's now my pleasure to turn the call over to Bob Leasure, President and CEO. Please go ahead.

Good morning, and welcome to the Annual Meeting of Shareholders of Inotiv, Inc. being held pursuant to the notice dated February 7, 2022. My name is Bob Leasure, President and Chief Executive Officer of Inotiv, Inc.. On behalf of the Board, and management, it's my great pleasure to welcome you to our company's Annual Meeting of the Shareholders. At the request of Dr. Davis, our Chairman of the Board, who is unable to be here in person today, I'm acting as Chairman of today's meeting. Beth Taylor will keep minutes of the meeting, please. Before we begin, I'd like to introduce Inotiv's Board members. Those who are attending in person today are Matt Neff. And joining by phone are Dr. Greg Davis, our Chairman; Dr. Rich Johnson, Scott Craig, Nigel Brown; Dr. John Sagartz, who is also our company's Chief Strategy Officer. Thank you all for attending. We appreciate your support, guidance and encouragement. In addition to our Board members, we also have members of the company's senior leadership team in attendance. With us in person today are Bill Pitchford, Chief Human Resource Officer; and Beth Taylor, Chief Financial Officer; and joining by phone Adrian Hardy, Senior Vice President; Mike Garrett, Chief Commercial Officer; Greg Beattie, Chief Operations Officer, CSA; and Jim Harkness, Chief Operating Officer, RMS segment of our business. Following the completion of the formal business for which the meeting was called, I will share some comments about the business, and I will answer questions from shareholders attending the meeting in person. If you -- if those attending in person wish to submit a question, please provide it in writing to Beth Taylor at this time. Let's begin. I would like to welcome you to the 2022 Annual Meeting. [ Nicole McDaniels ] has been appointed to act as Inspector of the meeting for the purpose of verifying and tabulating the votes of the shareholders. At this time, any beneficial shareholders who have not yet voted may do so by delivering the legal proxy to the inspector of the meeting. Any registered shareholders who have not yet voted or wish to change their vote, may do so by executing a ballot, which is available from the inspector of the meeting. While any registered shareholders or proxy holders who wish to vote by ballot, please come forward now and meet with the inspector of the meeting. [ Nicole ] has an edited list of all shareholders of Inotiv, Inc. who are entitled to vote at this meeting. This list shows each shareholder of record on January 26, 2022, the record date for this meeting and the number of shares owned by each shareholder. The list has been available for inspection by the shareholders entitled to vote at this meeting for the 5 business days prior to meeting and will remain open for inspection during the course of the meeting. While we're confirming the number of shareholder votes represented at the meeting in person or by proxy, let me introduce some other key individuals who are attending either in person or by phone with us this morning. [indiscernible] representing Inotiv's independent public accountant, Ernst & Young; and Inotiv's General Counsel, Steve Hackman with Ice Miller. Thank you for attending. Nicole, will you please report the number of common shares represented at this annual meeting, either in person or by proxy.

A total of 24,779,832 common shares were outstanding at the close of business on January 26, 2022. There are present in person or represented by proxy, not less than 20,600,000 common shares, representing 83% of the total outstanding shares. . I have also presented an affidavit as to mailing of the notices of the meeting to the shareholders.

Thank you. Based on the number of shares represented in person or by proxy, a quorum is present, and I therefore call this Annual Meeting of Shareholders to order. The Corporate Secretary is directed to file the list of shareholders and affidavit with the records of the corporation related to this meeting. A copy of the minutes of the last shareholders' meeting held on November 4, 2021, is included in the records of the corporation currently held by the Corporate Secretary and is available here for inspection upon request. Will someone please move that the minutes of the last meeting be accepted without being read. [Voting]

Moved.

I second the motion.

Thank you. Is there any discussion regarding the acceptance of the previous meeting minutes? If not, those in favor signify by saying aye. [Voting]

Those opposing favor, say no. [Voting]

Motion is carried. There are 4 items on our agenda today. Voting on each item will be conducted on a single ballot and will be deferred until all items are before the meeting. The first order of business in accordance with the company's bylaws is the election of 2 directors to hold office until the Annual Meeting of Shareholders until 2025. You have all seen the nominees listed and the information regarding to the background in the proxy statement. The motion to elect Robert Leasure and Matt Neff as Directors of Corporation to serve until the Annual Shareholder Meeting in 2025 and until their respective successors are elected and qualified is now before the meeting. The second order of business is the proposal to ratify the appointment of Ernst & Young, U.S. LLP as the corporation's independent registered public accountant for fiscal 2022. The motion to ratify the appointment of the auditing firm of Ernst & Young U.S. LLP to be Corporation's registered independent public accountant for fiscal 2022 is now before the meeting. The third order of business is the proposal to approve the amendment of the amended and restated 2018 Equity Incentive Plan. The motion to approve the amended and restated 2018 Equity Incentive Plan is now before the meeting. The fourth order of business is the advisory vote to approve compensation of named executive officers. The motion to approve the advisory vote to -- the motion to approve the advisory vote to approve compensation of named executive officers is now before the meeting. The inspectors should now collect the ballots, tabulate the votes for the motions. Beth will now announce the results of the voting as set forth in the certificate of the inspector of the meeting.

Thanks, Bob. According to the certificate of the inspector of the meeting, those have been passed on the matters presented to the meeting as follows: the nominated directors were elected to serve for a term expiring at the Annual Meeting of Shareholders to be held in 2025 and until their successors elected and qualified. The proposal to ratify Ernst & Young U.S. LLP as the company's independent registered public accountant for fiscal 2020 has passed. The proposal to approve an amendment to our amended and restated 2018 Equity Incentive Plan has passed. The proposal to approve the advisory votes to approve compensation of named executive officers has passed.

The Corporate Secretary will please call the certificate of the Inspector of the meeting reporting the shareholders' votes to be filed with the records of corporation relating to this meeting. Please note our first quarter results were published February 10, 2022. Our second quarter financial results are expected to be available in early May. Copies of our first quarter press release are available from our inspector for today's meeting, [ Nicole McDaniels ]. This concludes the formal session. The Chair will entertain a motion to adjourn. [Voting]

Moved.

I second the motion.