LivaNova PLC (LIVN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of LivaNova PLC. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to bring today's meeting over to Mr. Bill Kozy, Chair of the Board of LivaNova. Mr. Kozy, the floor is yours.

Thank you, Mark. Hello, and welcome to all attending LivaNova's Annual General Meeting. I'm Bill Kozy, and it is my pleasure to be speaking on behalf of the Board of Directors of LivaNova. We are conducting this meeting virtually to facilitate and maximize the participation of our shareholders remotely regardless of their location in the world. This virtual meeting is a live audio cast, and you may raise questions by typing your remarks in the designated box on your screen using the Message icon. To ensure that the questions raised reach us in a timely manner, please submit any questions as soon as possible. We will address pertinent questions at the end of the meeting before the polls close. Please note that a copy of the agenda and the rules of conduct are located on the meeting screen. I understand from the company's Secretary that the notice of Annual General Meeting has been sent to all shareholders into all other people entitled to receive it and that the quorum requirements have been met. It is now just after 3:00 p.m. in London, and I'm pleased to declare LivaNova's 2025 Annual General Meeting formally open. I will start by introducing the other members of the Board of Directors on the line. We have Ms. Brooke Story, Ms. Susan Podlogar, Mr. Todd Schermerhorn, Mr. Peter Wilver and Mr. Vladimir Makatsaria, who also serves as Chief Executive Officer. It is my pleasure to also introduce the following company officers: we have our Chief Legal Officer and Company Secretary, Mr. Michael Hutchinson, and our Chief Financial Officer, Mr. Alex Shvartsburg. We are also joined today by representatives of PricewaterhouseCoopers LLP, LivaNova's independent registered public accounting firm in the United States, which we refer to as PwC U.S. and representatives from our U.K. statutory auditor, PricewaterhouseCoopers LLP, which we refer to as PwC U.K. These representatives will be available for questions during the Q&A portion of the meeting. Computershare, our transfer agent and registrar, is acting as scrutineer for the voting today. is being represented by Ms. [ Jennifer Naughton ] I'll turn it over now to Michael Hutchinson to discuss voting procedures.

Thank you, Bill. Notice of this meeting, LivaNova's proxy statement, the company's most recent U.S. annual report on Form 10-K and the company's U.K. annual report and accounts, which we refer to as our U.K. Annual Report for the year ended December 31, 2024, were posted and in some cases, mailed to shareholders of the company on April 30, 2025. Accordingly, requisite notice of the meeting has been given. Based on a preliminary report from the scrutineer of the approximately 54,500,000 ordinary shares entitled to vote at the meeting, more than 46 million ordinary shares, representing approximately 84% of all voting rights of all the shareholders entitled to vote voted as of the start of the meeting. The final results of the vote, including the proxy votes on each of the resolutions will be published on our website and notified through a Form 8-K filed with the U.S. Securities and Exchange Commission after today's meeting. I now give the floor back to Bill Kozy, who will present the resolutions.

Thank you, Mike. There are 12 resolutions with Resolution #1 comprising separate resolutions for the election of each of the proposed directors. Resolution #7 is a special resolution, which means it requires approval by shareholders representing at least 75% of the votes cast to be passed. All other resolutions are ordinary resolutions requiring approval by a simple majority of the votes cast to be passed. The full text for each resolution is set out in the notice of the meeting and all are described in detail in the proxy materials. In accordance with the recommendation of the Board of Directors, I propose the following resolutions for approval. Resolution 1 is to elect by separate resolutions. Each of the 10 directors listed in the proxy statement for a term expiring at the AGM to be held in 2026. Resolution 2 is to approve on an advisory basis, LivaNova's compensation of its named executive officers as set out in the proxy statement. This is known as U.S. Say-on-Pay. Resolution 3 is to ratify the appointment of PwC U.S. as the company's independent registered public accounting firm for 2025. Resolution 4 is to approve the second amended and restated LivaNova PLC 2022 Incentive Award Plan. Resolution 5 is to approve the LivaNova PLC 2025 Director Incentive Award Plan. Resolution 6 authorizes the directors to allot shares and other equity securities up to an amount representing approximately 20% of the company's existing share capital. Resolution 7 grants to directors the power to disapply preemption rights for the allotment of equity securities up to an amount representing approximately 20% of the company's existing share capital. Resolution 8 is to approve on an advisory basis, the U.K. Directors' remuneration report in the form set out in the company's U.K. annual report. Resolution 9 is to approve the U.K. Directors' remuneration policy contained in the U.K. Directors' remuneration report in the form set out in the company's U.K. annual report. Resolution 10 is to receive and adopt the company's audited U.K. statutory accounts for the year ended December 31, 2024. Resolution 11 is to reappoint PwC U.K. as the company's U.K. statutory auditor for 2025. Resolution 12 is to authorize the directors and/or the Audit and Compliance Committee of the company to determine the remuneration of PwC U.K. For those who have not already voted, please select the Cast Your Vote icon and vote for the resolution, against it or you may abstain from voting. You may vote either now or once you've had an opportunity to consider the ensuing Q&A. As a reminder, voting will close at the end of the meeting. I would now like to open the floor to any questions. Please send your questions using the Message icon. Mike have we received any questions?

Bill, we have not received any questions. So back to you.

Thank you, Mike, and thank you to all for your participation during this meeting. I will now declare the meeting closed.

This concludes the meeting. You may now disconnect.