Labcorp Holdings Inc. (LH) Earnings Call Transcript & Summary

Good morning. I'm Adam Schechter, President and Chief Executive Officer and Chairman of the Board of Labcorp and Chairman of this annual meeting. I'm happy to welcome you to this Annual Meeting of the Shareholders. Before we get started, I want to thank our dedicated and mission-driven colleagues around the world who have excelled while navigating the unprecedented demands of the pandemic, demonstrating remarkable leadership on the front line in the fight against COVID-19 by developing and processing diagnostic tests and supporting the development of treatments and vaccines to combat the global pandemic. The meeting will now come to order. All votes will be delivered to the inspector of election. The secretary will record the proceedings. I would like to introduce to you the other Board members and officers who are present today. Directors present are: Kerrii Anderson; Jean-Luc Bélingard; Jeffrey Davis; Gary Gilliland; Garheng Kong; our Lead Independent Director, Peter Neupert; Richelle Parham; Kathryn Wengel; and Sanders Williams. I would now like to acknowledge our senior officers present today: Glenn Eisenberg, Executive Vice President and Chief Financial Officer; Paul Kirchgraber, Executive Vice President and Chief Executive Officer, Drug Development; Mark Schroeder, Executive Vice President and President, Diagnostics Laboratory Operations and Global Supply Chain; Brian Caveney, Executive Vice President and President, Diagnostics and Chief Medical Officer; Lance Berberian, Executive Vice President and Chief Information Technology Officer; Sandra van der Vaart, Executive Vice President and Chief Legal Officer, Chief Compliance Officer and Corporate Secretary; Judith Seltz, Executive Vice President and Chief Human Resource Officer; Amy Summy, Executive Vice President and Chief Marketing Officer; Peter Wilkinson, Senior Vice President and Chief Accounting Officer. Also present are: Brad Hicks, representing Deloitte and Touche LLP, the independent registered public accounting firm of the company for year ending December 31, 2021; and David Pickett and Alex Vaughn, representing PricewaterhouseCoopers LLP, the independent registered public accounting firm of the company for the year ending December 31, 2020. They will be available to answer appropriate questions during the general question-and-answer period after the formal business of the meeting. Before we proceed with the meeting agenda, the Secretary, Ms. van der Vaart, will review certain information related to the meeting.

After the formal meeting has been adjourned, we will also provide time for general questions. Only validated shareholders will be able to submit questions using the designated field on the web portal or through our Investor Relations e-mail address at [email protected]. [Operator Instructions] In the unlikely event that the volume of questions increases to the point that time constraints prohibit us from answering all questions, the remaining pertinent questions will be answered on our Investor Relations site. Consistent with our approach when the annual meetings were held in person, questions or comments that are not related to the proposals under discussion or about employment matters or personal concerns not shared by shareholders generally or use blatantly offensive language may be ruled out of order. We will, however, respond to questions or comments that are not related to the proposals under discussion or are about personal concerns not shared by shareholders generally via e-mail after the meeting. The Board of Directors set March 24, 2021, as the date of record for this shareholders' meeting. We have here a record of shareholders as of that date, which is duly certified by our transfer agent and is available during this meeting on the meeting portal for inspection by shareholders. I have been advised by the inspector of election that immediately prior to the commencement of the meeting, at least 88% of the company's shares of common stock issued and outstanding and entitled to vote are present or represented by proxy at today's meeting. Because the majority of the company's shares is represented here today, a quorum is present and the business of the meeting may proceed. The notice for the meeting was duly and properly mailed. Affidavits of mailing of the notice of meeting, proxy card and proxy statement will be filed with the records of the meeting.

There are 4 items on the agenda to be voted on today: one, the election of directors; two, the approval of a nonbinding advisory basis of executive compensation; three, the ratification of the appointment of Deloitte & Touche LLP as Labcorp's independent registered public accounting firm for the year ending December 31, 2021; and four, to vote upon one shareholder proposal, seeking an amendment to the company's proxy access bylaw to remove the aggregation limit.

There will be a discussion period relating to each item immediately after its introduction. If any shareholder would like to make a comment regarding any of the proposals at the indicated time, please submit your comment at that time using the designated field on the web portal or through our Investor Relations e-mail address at [email protected], with your control number included in the e-mail subject line. We will attempt to ensure that all shareholders' comments are read aloud and representatives of management will respond to questions. However, in the interest of time and because each of these items has been fully discussed in the proxy statement, discussion on each item, including the presentation of the shareholder proposal, will be limited to 5 minutes. If you sent in your proxy, you do not need to take any further action unless you wish to change your vote. At the end of the discussion period relating to the items to be voted on during today's meeting, the ballots will be collected and delivered to the inspector of election. The company has appointed Chas Cook to be the inspector of election. He is familiar with the duties and responsibilities of an inspector of election at a shareholders' meeting. He will report the results after all proxies and votes have been tabulated. We will now turn to item 1.

The first item is the election of directors. The nominees and their qualifications are described in the proxy statement dated April 2, 2021, which has been made available to all shareholders of record as of March 24, 2021. Ms. van der Vaart, will you please present the proposal to elect directors?

I move that the director nominees be elected pursuant to the following resolution: resolved, that each of Adam H. Schechter, Kerrii B. Anderson, Jean-Luc Bélingard, Jeffrey A. Davis; D. Gary Gilliland, Garheng Kong, Peter M. Neupert, Richelle P. Parham, Kathryn E. Wengel and R. Sanders Williams be and hereby is elected as a director of the company, to serve until the next Annual Meeting of Shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.

The meeting is open for discussion relating to election of directors. If any shareholder would like to make a comment regarding this proposal, please submit your comments through the web portal or by e-mail now.

There are no comments that have been received.

The second item is a nonbinding advisory vote to approve executive compensation. Ms. van der Vaart, will you please present the proposal to approve executive compensation?

I move that the company's executive compensation be approved pursuant to the nonbinding advisory vote and the following resolution: resolved, that the compensation paid to the company's named executive officers, as disclosed pursuant to the rules of the Securities and Exchange Commission, including in the compensation discussion and analysis, compensation tables and narrative discussion in the company's 2021 proxy statement, is hereby approved.

The meeting is open for discussion relating to the approval of the company's executive compensation. If any shareholder would like to make a comment regarding this proposal, please submit your comments through the web portal or by e-mail now.

There are no comments that have been received.

The third item is the ratification of the appointment of the independent registered public accounting firm for 2021. Ms. van der Vaart, will you please present the proposal to ratify the selection of the independent registered public accounting firm?

I move that the appointment of the independent registered public accounting firm for 2021 be ratified pursuant to the following resolution: resolved, that the appointment of Deloitte & Touche LLP as the independent registered public accounting firm of Laboratory Corporation of America Holdings for the fiscal year ending December 31, 2021, be ratified.

The meeting is open for discussion relating to the selection of the independent registered public accounting firm. If any shareholder would like to make a comment regarding this proposal, please submit your comments to the web portal or by e-mail now.

There are no comments that have been received.

The fourth item relates to the shareholder proposal described in the proxy statement submitted by John Chevedden, which will be presented today on his behalf by [ Cam Franklin ]. At this time, I would like the operator to open [ Cam Franklin's ] line to present the shareholder proposal. Operator?

Good morning. Can I be -- can you hear me right now?

Yes, we can.

Okay. Here I go. Proposal 4, improve our Catch-22 Proxy Access, John Chevedden. Shareholders request that our Board of Directors take the steps necessary to enable as many shareholders as may be needed to combine their shares to equal 3% of our stock owned continuously for 3 years in order to enable shareholder proxy access. Proxy access allows a group of shareholders to nominate a director who will compete with management-nominated directors to see who gets more votes. Competition is good for our Board of Directors. Currently, a strict limit of 20 shareholders must have owned $800 million of Laboratory Corporation stock for an unbroken 3 years in order to nominate 1 candidate for the Board under our proxy access rules. A strict limit of 20 deep-pocket shareholders does not allow for a diverse group of shareholders. It is disappointing that management does not support the diversity that this proposal calls for. As a practical matter, it is unlikely that more than 50 shareholders would participate in nominating a director using proxy access with this proposal. There is hardly any administrative difference in 20 shareholders submitting proof of owning of $800 million of Laboratory Corporation stock compared to 50 shareholders submitting proof of owning $800 million of Laboratory Corporation stock, and adopting this proposal would show management's commitment to diversity. This proposal is asking for so little. Our current proxy access is way out of balance and too difficult for shareholders to make use of. There has not been one proxy access candidate placed on the ballot of any company during the past 5 years. There have been 500 companies with a shareholder right to proxy access during these 5 years, 500 companies times 5 years equals 2,500 company years without one proxy access candidate. This means that under the current rules, a company such as Laboratory Corporation would not expect one proxy access director candidate during the next 2,500 years. This is way out of balance as far as shareholders are concerned. Plus the proxy access director candidate then has the formidable challenge of getting more votes than at least one established director. This would require impressive shareholder support over an incumbent director and would be a clear indication that an incumbent director needed to be replaced. Please vote yes, improve our Catch-22 Proxy Access, proposal #4. Thank you very much.

The shareholders' proposal seeks to amend the company's proxy access bylaw to remove the aggregation limit. The Board has carefully considered the shareholders' proposal and, as described in proxy statement, recommends a vote against this proposal for the following reasons. The Board believes that the company's existing proxy access framework provides shareholders with meaningful and appropriate proxy access rights that are consistent with overwhelming market practice. Labcorp's proxy access bylaw provisions permit a shareholder or a group of up to 20 shareholders, who own at least 3% of the company's outstanding common stock continuously for 3 years, to nominate and have included in the company's proxy materials, persons for election to the Board constituting up to 20% of the Board. The company's framework is consistent with over 90% of the companies that have adopted a proxy access provision. Additionally, the current 20 shareholder limit already allows for numerous combinations of small and large shareholders that could satisfy the 3% limit. Because the current aggregation limit does not serve as a barrier for shareholders to participate in proxy access, eliminating the aggregation limit would not provide Labcorp's shareholders with a meaningful new right.

The shareholder has moved for the approval of the shareholder proposal. The meeting is open for discussion relating to the shareholder proposal. If any shareholder would like to make a comment regarding this proposal, please submit your comments through the web portal or by e-mail now. There are no comments that have been received. I declare the polls shall now be open for voting. Any shareholders who have not yet voted or wish to change their votes may do so by clicking on the Voting button on the web portal and following the instructions. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their votes do not need to take any further action. We will pause for a moment for any final voting. [Voting]

Thank you. The polls shall now be closed for voting. We will pause another moment while the inspector of election tabulates the results of the votes. I am told that the inspector of election has completed the count of the votes and has reported the preliminary results to me.

I would ask, will the secretary please present the preliminary report of the inspection of election?

The inspector of election has reported to me that of the shares of Labcorp common stock outstanding on the record date and represented at the meeting, at least 89% of the shares voted have voted for the election of each of the nominated directors. At least 91% of the shares represented and entitled to vote have voted to approve the company's executive compensation. At least 98% of the shares represented and entitled to vote have voted for the ratification of the appointment of the independent registered public accounting firm for 2021. And regarding the shareholders' proposal, less than 38% of the shares voted have voted in favor of the shareholder proposal. Accordingly, the motions for the election of the nominated directors, the approval of the company's executive compensation and the ratification of the appointment of the independent registered public accounting firm for 2021 have passed. The motion seeking an amendment to our proxy access bylaw to remove the aggregation limit has not passed.

Thank you, Ms. van der Vaart. The secretary will file the final report of the inspector of election, including the final and complete tally of the votes, with the records of the meeting and the record books of the company. This concludes the formal business of the meeting, and I hereby declare the meeting to be adjourned. Thank you for participating and for supporting the company.

We will now take general questions. As a reminder, only validated shareholders will be able to ask questions using the designated field on the web portal or through our Investor Relations e-mail address at [email protected]. [Operator Instructions] As a reminder, this Q&A session is being webcast live this morning. In addition, remarks made today may contain forward-looking statements. Actual results could differ materially from those projected. The company undertakes no obligation to update or revise publicly any forward-looking statements, whether because of new information, future events or other factors.

We have one question with several parts. The first part is, can you give examples of new drugs under development? And if you look at what we do at Labcorp, it's both diagnostic testing and we are a contract resourcing -- resource organization -- research organization where we work with pharmaceutical and biotechnology clients in order to help them develop drugs. If you look, we've stated before that we've been involved in approximately 85% of the drugs that have been recently approved by the FDA. So the vast majority of products that are in the marketplace, we've been involved in, in one shape, way or form. And as you look forward into the future, we're involved with many different pharmaceutical and biotechnology companies across many different therapeutic areas. Next question was, will there be a post-pandemic decline in certain areas of our business? If you look at our business, we saw that since the pandemic, our base business had declined. But recently, our base business is coming back to where it was in 2019 prior to the pandemic. So we see our base business increasing. At the same time, certain parts of our business, particularly the testing that we were doing for COVID-19, we would expect that to decline as we go through this year. And we've stated we expect a decline in PCR testing to be between 35% and 50% less than it was last year. The next question was, what is the total CEO pay for 2020 and 2019? I would refer you to the proxy statement where we disclosed the pay of not just the CEO but other named executives, and we have full disclosure of the full pay and the break out of the pay. And then the last thing is, when were the last share buybacks? We report each quarter the share box (sic) [ buybacks ] that we do. We said that as we go through this year, we expect to continue to do share buybacks and that we would accelerate after first quarter buybacks as we go through this year. We remain to look at those and to do the share buybacks as appropriate.

We also have a question that's been submitted, and I will read the questions. Good morning. My name is Dr. [ Catherine Rowe ], and I'm here on behalf of people for the ethical treatment of animals and our more than 6.5 million members and supporters. According to federal documents, in 2019, the most recent year for which this information is available, our company subsidiary, Covance, held or experimented on more than 9,000 nonhuman primates. For decades, Covance has imported tens of thousands of monkeys from Asia. The ethical failings and profound harm to the animals are readily apparent. What remains less obvious is the presence of infectious agents, including those that are known as well as unknown or novel pathogens, in these populations that have and continue to have the potential to impact stability of the primate model and pose a threat to worker health and safety. The lack of sensitive and specific assays to detect animals actively or subclinically infected with pathogens such as novel adenoviruses and [ pega ] viruses, malaria, highly pathogenic E. coli, MRSA, tuberculosis, valley fever, West Nile fever and Chagas disease is well established, and yet animals continue to pour across our borders, threatening the health of workers as well as that of domestic and wild animals. Outbreaks of infectious diseases are ubiquitous at research and breeding facilities across the U.S. Those outbreaks routinely occur even after the animals have passed through the federally mandated quarantine period. Use of animal models infected with undetected pathogens not only jeopardizes human health, it also leads to the confounding study outcomes further impacting our company's reputation in delivering meaningful data to its customers. Our company has acknowledged that shareholder engagement and transparency to shareholders are important value. Will our company disclose and make public disease information regarding its primate colonies?

Covance by Labcorp takes very seriously our ethical and regulatory responsibilities to treat research animals with the greatest care and respect. In addition to doing the right thing to do, the proper care of research animals is fundamental to sound scientific research and the ability to develop life-saving and life-enhancing new medicines for things like cancer, deadly infections, heart disease, leukemia, diabetes and many other disabling diseases. New drugs must be tested in animals before human clinical trials to ensure the safety of patients and volunteers. And there are clear links between excellent animal welfare and medical breakthroughs. No further questions at this time. We thank you again for your attendance at this morning's Annual Meeting of Shareholders and for your continued support of Labcorp. Have a good day.

Thank you. Labcorp's 2021 Annual Meeting of Shareholders has now come to an end. Thank you for attending. You may now disconnect.