Lifecore Biomedical, Inc. (LFCR) Earnings Call Transcript & Summary

Good afternoon. Welcome to the 2021 Annual Meeting of Stockholders of Landec Corporation. I am Craig Barbarosh, Landec's Chairman of the Board. As previously announced, we are holding our Annual Meeting virtually this year due to the public health risks related to COVID-19. This format allows us to help protect the health and safety of our stockholders, employees, officers and directors as we respond to the challenges of the pandemic. We appreciate your support in this effort. Landec's President and CEO, Al Bolles, will act as the Chairperson for this meeting. I'm appointing Suzanne Miller of CT Hagberg LLC as the Inspector of Elections. Ms. Miller has taken and subscribed to the customary oath of office to execute her duties with strict impartiality. We will file this oath with the reference of the meeting. Her function is to decide upon the qualifications of voters, except their votes and when balloting on all matters is completed, to tally the final votes. I have been advised by our Inspector Of Elections that a quorum is present. This meeting is now officially called to order. If you encounter any technical difficulties accessing or participating in the meeting, please refer to the support link on the annual meeting web page to reach the support team. Upon your joining the meeting electronically, an agenda for the meeting should have become available on your screen. At the bottom of the screen, a list of the rules of conduct for the Board meeting should be available. In order to conduct an orderly meeting, we ask the participants abide by these rules. We appreciate your cooperation in this matter. Before we begin with the formalities of the Annual Meeting, I would like to introduce the other members of the company's Board of Directors and certain members of our senior management team who are also present in attendance online today: Al Bolles, Deborah Carosella, Jeff Edwards, Katrina Houde, Nelson Obus, Tonia Pankopf, Andrew Powell, Josh Schechter and Catherine Sohn. Also attending online today are John Morberg, our Chief Financial Officer; and Aaron Perlitsh, our Chief Compliance Officer. I would also like to introduce Cary Hyden, our outside counsel from Latham & Watkins, who was appointed as Secretary of the meeting and will record the minutes of the meeting. Al will now introduce the formal business of today's meeting.

Good morning, ladies and gentlemen. I am Al Bolles, President and CEO of Landec Corporation, and it is a pleasure to welcome you to Landec Corporation's 2021 Annual Meeting of Stockholders. On behalf of the entire Board, our officers and employees, I'd like to thank you for attending this meeting. Please also note that this meeting is being recorded. However, no one attendant being at the webcast is permitted to use any recording device. We will now conduct the formal business of this annual meeting as set forth in the notice of meeting and proxy statement, which was mailed on September 10, 2021, to all stockholders entitled to vote at this meeting. The 3 proposals to be voted on at this meeting are listed in our proxy statement. Landec stockholders as of the record date of August 23, 2021, were sent notice of the 2021 Annual Meeting, along with our proxy statement and form of proxies solicited by the Board. The notice of Annual Meeting also stated the date, time and meeting purpose, along with the web address for participating in today's meeting via live audio webcast. A copy of the notice of annual meeting, proxy statement in the form of proxy as well as an affidavit of distribution of Broadridge Financial Solutions shall be made part of the record of this meeting. We will vote after all 3 proposals have been presented. Any stockholders who have joined the meeting via the live audio webcast and have not already submitted a proxy and wish to vote their shares, may do so after all items have been presented by clicking on the Vote Here button on their screen. After the polls are closed, the preliminary voting results will be announced. We will then close the meeting and answer your questions. Questions may be submitted via the Ask a Question function in the designated field of the web portal. Out of consideration for others, please limit yourself to 1 question. John Morberg, our Chief Financial Officer, will now review the management proposals.

The first proposal to be considered is the election of directors. Each director, if elected, will be elected to a 2-year term. Each director is elected by a majority of the votes cast with respect to such director. The nominated candidates for director are Albert Bolles, Joshua Shechter, Deborah Carosella, Tonia Pankopf and Craig Barbarosh. The Board unanimously recommends that you vote for the election of each of the 5 named director nominees. The second proposal to be considered is the ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending May 29, 2022. This proposal must be approved by a majority of the shares present and voted on the proposal. The Board unanimously recommends that you vote for this proposal. The third proposal to be considered is the nonbinding advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement. This vote, which is often called a say-on-pay vote is required under the Dodd-Frank Act. While the vote on this resolution is advisory and therefore not binding on us, the Board values thoughtful input from stockholders and will consider the outcome of the vote on this resolution when considering future executive compensation decisions. This advisory proposal will be approved if a majority of the shares present and voted on the proposal are voted in favor of the resolution. The Board unanimously recommends that you vote for this proposal. Are there any questions on any of the 3 proposals to be considered at this meeting

There are no questions.

Okay. Since the commencement of the meeting, the polls have been open for stockholders to vote. Stockholders who have voted by proxy need not vote again unless they wish to change their vote. If you've not already voted or you wish to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions there. Now has everyone had an opportunity to cast their votes? [Voting]

Okay. Thank you, everyone. And with that, I will now declare the polls closed. Now while we allow time for the Inspector of Elections to complete the preliminary vote count, I would like to remind you that some of the statements made today may be considered forward-looking. The company cautions investors that results of future operations may differ from those anticipated, and we urge you to review the cautionary statements and other information contained in the company's filings with the Securities and Exchange Commission, including our annual report on Form 10-K for fiscal year 2021 and our quarterly report on Form 10-Q for the first quarter of fiscal year 2022, which identifies certain factors that could cause actual results to differ materially from those projected in any forward-looking statements made during the meeting. Copies of the Form 10-K, Form 10-Q and other filings are available through the company or online. I've been advised that the Inspector of Elections has completed the preliminary vote count. The Inspector of Elections has informed me that based on the preliminary voting results, there are sufficient votes in favor of the named nominees for director to elect all the nominees; in favor of ratifying the selection of Ernst & Young as the company's independent registered public accounting firm for fiscal year 2022; and in favor of the compensation of the named executive officers set forth in the proxy statement. I hereby declare that Albert Bolles, Deborah Carosella, Tonia Pankopf, Craig Barbarosh and Josh Schechter have been elected; that the ratification of the selection of Ernst & Young has been approved; and that the compensation of the named executive officers has been approved on a nonbinding advisory basis. The Inspector of Elections will prepare a final report certifying the election results that will be included as part of the record of this meeting. The final voting results will be included in the company's current report on Form 8-K to be filed with the Securities and Exchange Commission within 4 business days following this meeting.

We have no other business to conduct at this meeting. The meeting is now closed. We'd like to allow time for questions. We will take stockholders' questions that are being entered today on the web portal. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. To be sure that all stockholders who wish to have questions have the opportunity, in the event we have questions from multiple stockholders, we may limit each person to not more than 1 question. Could you please have the first submitted question?

Thanks, Al. There are no questions.

We have now concluded the question-and-answer section. I'd like to thank you all for attending this year's Annual Meeting of the Stockholders. We hope you share our excitement about Landec, and look forward to seeing you again next year.

The conference has now concluded. Thank you for attending today's presentation. You may now disconnect.