Integra LifeSciences Holdings Corporation (IART) Earnings Call Transcript & Summary

Hello, everyone. Welcome to the Integra LifeSciences Holdings Corporation Annual Meeting of Stockholders. I will now pass the call to Peter Arduini.

Thank you. Good morning. It's now 9 a.m. Eastern Daylight Time on Friday, May 14, 2021. This is the meeting is officially called to order, and I'm Peter Arduini, President and Chief Executive Officer of the company, and I want to welcome you to the 2021 Annual Meeting of Stockholders of Integra LifeSciences Holdings Corporation. Eric Schwartz, Secretary of the company, will act as Secretary of the meeting. In light of the COVID-19 pandemic, as we did last year, this annual meeting will be conducted in a virtual format. We're pleased to be able to hold a meeting that interested shareholders can attend virtually, enabling everyone to be safe. I do want to take a moment at the outset to thank the company's employees around the world for their resiliency and dedication during the COVID-19 pandemic. We're also grateful for the healthcare professionals and other essential workers that have been caring for all of us during these challenging times. And with that, I'll turn the call over to Eric for some brief introductory comments. Eric?

Thank you, Pete. The rules of conduct and procedures for this meeting are posted on the web portal. As stated in those rules, for the stockholders attending via the web portal, questions regarding matters to be voted on at the meeting can now be submitted through the web portal. Also, as an important reminder, if you voted your shares prior to the start of the annual meeting, whether by proxy card, Internet or phone, your vote has been received by the company's inspector of elections, and there is no need to vote those shares again during the annual meeting unless you wish to revoke or change your vote. Back to you, Mr. Chairman.

Thank you, Eric. As an initial matter, I'd like to introduce you to Integra's directors, all of whom are in virtual attendance for today's meeting. In addition to me, the company's directors are as follows: Stuart Essig, Chairman of the Board; Barbara Hill, our Presiding Director; Keith Bradley; Rhonda Germany Ballintyn; Shaundra Clay; Don Morel; Ray Murphy; and Chris Schade. Company's Chief Operating Officer, Glenn Coleman; and Chief Financial Officer, Carrie Anderson, are also in attendance; as is Lesha Shinn, Deputy General Counsel, Corporate and Business Development and Assistant Secretary. In addition, our auditors from PwC are present and are represented by [ Chad Bahn ]. And with that, we'll begin the formal business of the meeting. This meeting has been called pursuant to due notice, proxies were solicited on behalf of the Board of Directors of the company for this meeting. The company has appointed Broadridge Financial Services to act as inspector of elections. Louis Larsen from Broadridge is with us today and will act as the inspector of elections for the meeting and any of the 4 matters on today's agenda. Any of the adjournment or postponement thereof to conduct a vote with respect to the 4 matters on today's agenda, which are: one, election of the directors; two, ratification of the appointment of the company's independent registered public accounting firm; three, approval of the fifth amendment and restated 2003 equity investment plan; and four, the advisory proposal to approve the compensation of our named executive officers. Mr. Larsen has already received and delivered his oath of office to the secretary. At the close of business on March 30, 2021, the record date, the company had 84,507,981 outstanding shares of common stock, net of treasury shares and shares held by the company, which constitute the only outstanding securities of the company entitled to vote at this meeting. Each share of common stock entitles a holder of record therefore -- thereto 1 vote. Under applicable laws and bylaws of the company, for there to be a quorum for the consideration of any matter at this meeting, there must be present in person or by proxy the holders of the majority of the shares of common stock. We were informed by the inspector of elections that there are indeed represented in person or by proxy shares of common stock representing at least a majority of the shares of common stock of the company. Accordingly, I declare that a quorum is present for the matters contemplated to be considered at this Annual Meeting of Stockholders, and the meeting is ready to proceed with this business.

Mr. Chairman, an affidavit has been delivered attesting to the fact that the notice of the meeting, the proxy statement and the 2020 annual report to stockholders were mailed on or about April 9, 2021, to stockholders as of the record date and will be incorporated into the minutes of this meeting. A certified list of the holders of record of the common stock at the close of business on March 30, 2021, which was the record date fixed by the Board of Directors for determining the stockholders of the company entitled to notice of and to vote at this annual meeting is available for inspection by stockholders or his or her proxy virtually during the meeting. Such list was also available for examination by any stockholder of the company for a period of at least 10 days prior to this Annual Meeting of Stockholders.

I now open the meeting for questions regarding matters to be voted on at the meeting. Mr. Secretary, are there any such questions?

Mr. Chairman, there are no such questions. So please proceed to the matters to be voted on at the meeting.

Thank you. The first order of business is the election of 9 directors to hold office, subject to the provisions of the bylaws, until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. Nominations are now open.

Mr. Chairman, I nominate Peter Arduini, Rhonda Germany Ballintyn, Keith Bradley, Shaundra Clay, Stuart Essig, Barbara Hill, Donald Morel, Raymond Murphy and Christian Schade, each of whom is currently a director of the company and a nominee in the company's proxy statement as directors of the company to hold office, subject to the [ provenance ] of the bylaws, until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified.

Mr. Chairman, I second the nomination.

Are there any other nominations? Hearing none, the nominations are now closed. Second order of business on our agenda is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the '21 fiscal year. Do I hear a motion to approve this proposal?

I move the adoption of the following resolution, resolved that the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2021 fiscal year is hereby ratified.

I second the motion.

The third order of business on our agenda is the proposal to approve the company's fifth amended and restated 2003 equity incentive plan. Do I hear a motion to approve this resolution?

I move the adoption of the following resolution, resolved that the company's fifth amended and restated 2003 equity incentive plan is hereby approved.

I second the motion.

Fourth order of business on our agenda is a nonbinding resolution approving the compensation of our named executive officers. Do I hear a motion to approve this resolution?

I move the adoption of the following resolution, resolved that the nonbinding resolution approving the compensation of our named executive officers is hereby approved.

I second the motion.

Thank you. The polls are now open at 9:10 a.m. on May 14, 2021. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet do not need to take any further action unless they want to change their vote. We will pause briefly to allow any final votes to be cast. [Voting]

With that pause, the -- now the polls are now closed at 9:12 a.m. on May 14, 2020 (sic) [2021]. We will now turn to the results of the balloting and the election of directors, the ratification of the appointment of the company's independent registered public accounting firm, approval of the company shipped amendment and amended and restated 2003 equity incentive plan and the advisory resolution approving the compensation of our named executive officers. Will the Corporate Secretary please submit the report of the inspector of elections on results of the balloting?

We have been informed by the inspector of elections that the preliminary vote report shows that the 9 nominees for the Board of Directors received a majority of the votes cast for election as a director, that the stockholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2021 fiscal year, that the stockholders have approved the company's fifth amended and restated 2003 equity incentive plan, and that the stockholders have approved the compensation of our named executive officers. We will be reporting the final voting results in a Form 8-K to be filed within 4 business days.

From the preliminary report of the inspector of elections, it appears, and I now declare, that the 9 nominees for director have been duly elected as directors of the company to hold office, subject to the provisions of the bylaws, until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2021 has been approved. The proposal to approve the company's fifth amended and restated 2003 equity incentive plan has been approved. And the advisory proposal to approve the compensation of our named executive officers has been approved. The inspector of elections will execute a certificate as to the results of the balloting and that certificate will be filed in the minute book of the company along with the minutes of this meeting. I will now entertain a motion to adjourn the Annual Meeting of Stockholders.

I move that the meeting be adjourned.

I second the motion.

It's been moved and second that the meeting be adjourned. All in favor, say, aye?

Aye.

Aye.

Any opposed? Hearing none, this meeting is adjourned. Thank you very much for your attendance.

Thank you all for attending. You may now disconnect.