Myriad Genetics, Inc. (MYGN) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Myriad Genetics' 2020 Annual Meeting of Stockholders. I would now like to hand the conference over to your Chair of the Board of Directors, Ms. Louise Phanstiel. Ma'am, please go ahead.

Thank you. Welcome to the 2020 Annual Meeting of Stockholders of Myriad Genetics, Inc. I'm Louise Phanstiel, Chair of the Board of Directors, and it's my pleasure to welcome you. It is 10 a.m. Eastern time, and in accordance with the notice of the meeting, I call to order the 2020 Annual Meeting of stockholders of Myriad Genetics, Inc. On the website, there is an agenda for the meeting and rules of conduct. We'll conduct this meeting in accordance with the agenda and those rules. There will be an opportunity for questions later in the webcast. Please adhere to the rules of conduct attached to your agenda in asking questions or making comments at that time. Before proceeding to the business of the meeting, I'd like to introduce our Directors, including those who are up for election this year and those who are retiring from the Board as of this Annual Meeting. Lawrence C. Best joined Myriad as a Director in September of 2009. Mr. Best is the Chairman and Founder of OXO Capital LLC, an investment firm, and was the Chief Financial Officer of Boston Scientific Corporation for 15 years. Mr. Best is stepping down from the Board effective as of this annual meeting. Paul J. Diaz joined Myriad as the Director and our Chief Executive Officer in August 2020. Previously, Mr. Diaz served as a partner in the private equity firm Cressey & Company. And prior to that, he had been the CEO and Vice Chairman of Kindred Healthcare. Heiner Dreismann, PhD, joined Myriad as a Director in June 2010. Dr. Dreismann was formerly the President and CEO of Roche Molecular. Walter Gilbert, PhD, is a founder of the company. Dr. Gilbert won the Nobel prize in chemistry in 1980 for his contributions to the development of DNA sequencing technologies. Dr. Gilbert is stepping down from the Board effective as of this annual meeting. John T. Henderson, MD, joined as a Director in April 2005. He currently serves as a consultant to the pharmaceutical industry as President of Futurepharm LLC and worked in various capacities with Pfizer over 25 years. Dr. Henderson is stepping down from the Board effective as of this annual meeting. Rashmi Kumar was appointed as a Director of the company in September 2020. Ms. Kumar currently serves as Senior Vice President of Global Information Technology at Hewlett Packard Enterprise. Dennis H. Langer, MD, JD, has been a Director of Myriad since May 2004. He has served in various capacities in several major pharmaceutical companies, including GlaxoSmithKline, Eli Lilly and Abbott. He's also a clinical professor at the Department of Psychiatry, Georgetown University School of Medicine. Lee Newcomer, MD, joined the Board of Directors in September 2019. He previously held multiple executive positions at UnitedHealthcare, including Chief Medical Officer. Colleen F. Reitan was appointed to our Board of Directors, September 2019. She previously served as the Chief Operating Officer of Health Care Services Corporation. Daniel M. Skovronsky, MD, PhD, served as a Director since July 2020. Dr. Skovronsky currently serves as the Chief Scientific Officer and President of Lilly Research Laboratories at Eli Lilly. Daniel K. Spiegelman has been a Director since May 2020. Mr. Spiegelman previously served as Executive Vice President and Chief Financial Officer at BioMarin pharmaceuticals. I joined the Board of Myriad in September 2009, and have served as the Chair of the Board since March 2020. I previously held several senior positions at Wellpoint, Inc., including Chief Financial Officer for all of Wellpoint, Inc. subsidiaries. For a more detailed description of each of our Directors, including their history with the company, is included in the proxy materials. I'm also pleased to announce that we have the executive team of Myriad Genetics joining us on the webcast today. Biographical information for each of our officers, including their history with the company, is included in the proxy material. If questions arise during the discussion period that these people should appropriately address, they will be glad to respond. Also with us today representing Ernst & Young LLP, the company's independent auditors is Mark Belfast. This meeting is held pursuant to a notice to each stockholder of record at the close of business on October 7 2020, which was made available on the Internet and mailed to certain stockholders on or about October 15, 2020. Only stockholders of record at the close of business on October 7 are entitled to vote at this meeting. I now ask that our inspector of elections, Ben Jackson, report on the presence of a quorum.

Thanks, Louise. On October 7, in 2020, the number of shares of common stock issued and outstanding and entitled to vote was 75,206,891. A majority of these shares or 37,603,446 shares constitutes the quorum. Substantially in excess of that number of shares is represented at this meeting, either in person, that is via webcast or by proxy.

Thanks, Ben. I hereby declare a quorum present at the meeting. On behalf of the Board of Directors of the company, thank you to all stockholders who completed their proxies. If you are a stockholder of record on October 7, 2020 and wish to vote now, you can do so by utilizing the interface on the webcast page by hitting the Vote button. It is now 8:06 Mountain standard time, and the polls are now open. The first matter to be acted upon by the stockholders is the election of directors: Rashmi Kumar; Dennis H. Langer, MD JD; and Dr. Lee Newcomer, MD, have been nominated by the Board for election at this meeting to serve as Directors in Class III. Lastly, Directors' term will end at the annual meeting to be held in 2023. I've introduced the nominees and additional information about the nominees is contained in the proxy statement. I declare the Class III Directors duly nominated. The company has not received notice of any other nominations as required under the bylaws. Therefore, I declare the nominations closed. For stockholders voting on the webcast, please do so now. [Voting]

The second matter to be acted upon by stockholders is a proposal to approve the amendment to the company's 2017 employee, director and consultant equity incentive plan, which provides for 3.5 million new shares to be available for grant under this plan. Material features of the plan as recommended to the stockholders for approval are described in the proxy statement. Stockholders voting on the webcast, please do so now. [Voting]

The third matter being submitted to stockholders for action is the ratification of the appointment by the Audit and Finance Committee of the Board of Directors of Ernst & Young LLP as auditors of the company's financial statements for the 6-month transition period ending December 31, 2020. Dan Spiegelman, Chair of the Audit and Finance Committee, will now read the recommendation from the Audit and Finance Committee in this regard.

Right. The Audit and Finance committee of the Board of Directors is assigned the responsibility of appointing the company's auditors. The committee consists entirely of Directors who are independent of corporate management. In its deliberations, the committee took note of the fact that the committee has worked closely and met on a regular basis with Ernst & Young during the past year. And the committee had substantial opportunity to evaluate their work and found it to be satisfactory. The Audit and Finance committee recommends the ratification of its appointment of Ernst & Young to audit the financial statements for the 6-month transition period ending December 31, 2020.

Thank you, Dan. Representatives from Ernst & Young will be available to answer questions during the question-and-answer session later in this webcast. Stockholders voting on the webcast, please do so now. [Voting]

The next matter to be acted upon by the stockholders is an advisory vote on the compensation of the company's named executive officers. Detailed disclosures regarding the company's compensation policies can be found in the proxy statement under this section entitled compensation, discussion and analysis. Because this vote is advisory, the results will not be binding on the company's compensation committee or the Board of Directors. However, both the compensation committee and the Board will review voting results, take them into consideration when making future decisions regarding compensation of the company's named executive officers. Stockholders voting on the webcast, please do so now. [Voting]

It is currently 8:10 Mountain standard time. Polls are now closed for each of the matters voted on at this meeting. Will the inspector of elections, please report the results of the balloting.

Yes. Thanks, Louise. We have completed a preliminary count of the ballots and present the following: for proposal number one, election of Directors, a majority of the shares voted was cast for the election of each of Rashmi Kumar, Dennis H. Langer, MD JD, and Lee Newcomer, MD, to serve until the 2023 annual meeting. The results of the voting for proposal number two, to approve the amendment to our 2017 employee, director and consultant equity incentive plan, as amended, are 56,937,764 votes for, approving the amendment, which is more than a majority of the shares voted with respect to this proposal. The results of the voting for proposal number three, appointment of auditors, are 65,485,831 votes cast for the ratification of the appointment of Ernst & Young LLP to serve as the company's independent public accountants for the 6-month transition period ending December 31 and in 2020, which is more than a majority of the shares voted with respect to this proposal. The results of the voting for proposal number four, an advisory vote on compensation of the company's named executive officers, are 51,813,150 votes cast for the proposal or in support of the compensation of our named executive officers, which is more than a majority of the shares voted with respect to this proposal.

Thank you, Ben. Subject to final vote tabulation, I hereby declare that the nominated for Directors have been duly elected, the amendment to our 2017 employee, director and consultant equity incentive plan has been duly approved. The appointment of Ernst & Young as the company's independent public accounting firm to audit the company's financial statements for the 6-month transition period ending December 31, 2020, has been duly ratified and a majority of the shares voted on the advisory vote regarding the compensation of the company's named executive Officers as disclosed in the proxy statement, have been voted in favor of the compensation of the company's named executive officers. After the final tabulation of votes has been completed, the results will be filed on Form 8-K and will be placed with the minutes of this meeting. This concludes the formal portion of our meeting. I would again like to express my appreciation to the stockholders who attended the meeting and voted as well as those who submitted their proxies, but were not able to be present in-person or via this webcast. The meeting is now formally adjourned. We now invite you to ask questions that you may have. We will only take questions from stockholders of record or from individual or entities named in a proxy given by a stockholder of record as of October 7, 2020, properly filed with corporate secretary prior to the meeting. Please be advised that management's remarks and responses to questions and comments may contain some forward-looking statements. In compliance with the Private Securities Litigation Reform Act of 1995, I caution you that actual results may differ significantly and adversely from results discussed in the forward-looking statements. Forward-looking information is inherently subject to risks and uncertainties and could cause results or events to differ materially and adversely from those described in or implied by forward-looking statements due to a variety of factors and risks. Factors and risks that might cause such differences include those set forth from time to time in the company's SEC filings, including the annual report on Form 10-K for the fiscal year ended June 30, 2020, and in reports on Form 10-Q and Form 8-K filed with the SEC. With that, Scott, do we have any stockholder questions?

Yes, Louise. Thank you. We have one question from Mr. Bill Dezellem at Tieton Capital. And he's asking, what is the most impactful initiative the company will be embarking on over the next 12 months?

Well, I guess, Scott, I'll take that. Thanks for the question. This is Paul Diaz. Well, I don't think there's any one particular initiative that will be the most impactful. I think the challenge for all of us and all Americans, quite frankly, is to make sure that we can continue to deliver on the services that our patients are depending upon us on. And so I think the next couple of quarters are really going to be primarily focused on keeping our heads down, continuing to deliver clinical results on a timely basis for patients and for their supporting physicians to keep our team engaged and safe in the labs and otherwise as they've done these many months. So there are obviously a number of strategic initiatives that we'll continue to advance. But that's our primary goal and priority. And obviously, has the impact of continuing to stabilize our volumes coming out of the pandemic here, but -- that would be the short answer, I guess, to that question.

Okay. Thank you. And there are no further questions. I'd like to thank all the shareholders and participants that joined us today, and this is the end of our call.

Ladies and gentlemen, thank you for participating. You may now disconnect. Everyone, have a great day.