Ontrak, Inc. (OTRKQ) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Stockholders of Ontrak, formerly known as Catasys, Inc. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Terren Peizer. Mr. Peizer, the floor is yours.

Thank you. Ladies and gentlemen, I'm Terren Peizer, Chairman of the Board of Directors of Ontrak and Chairman of this annual meeting. As you know, we are hosting today's annual meeting through a virtual online platform, hosted by Lumi. Before we proceed with the formal business of the annual meeting, I would like to introduce to you members of the Board who are with us virtually today: Richard Berman, member of our Board and Chairman of our Audit Committee; Ed Zecchini, member of our Board and member of our Compensation Committee; Brandon LaVerne, Chief Financial Officer of the company, is also virtually attending this Annual Meeting of Stockholders. Norman Beveridge and [indiscernible] of Loeb & Loeb, the company's SEC counsel are virtually attending the annual meeting. In addition, [ Mark Folly ] and Ryan Berman of EisnerAmper, the company's auditors, are virtually attending the annual meeting. The polls are open for voting on all matters to be presented. After I describe each event to be voted at, we will close the polls. We will not accept ballots, proxies, revocations or changes after the closing of the polls. If you have already submitted your vote by proxy and do not wish to change your vote, you do not need to vote now and your shares will be voted as previously instructed. If you intend to vote and have not already done so and are a stockholder of record, which means you hold your shares in your own name and that's for brokerage account as of June 10, 2020, you must submit your vote online now in order for it to be counted. If you are a stockholder of record as of that date and has not been voted, I encourage you to vote online now. After the formal part of our meeting has concluded, we will answer any appropriate questions you may have. [Operator Instructions] We will try to answer questions submitted that are germane to the proposals and for this annual meeting as and -- we have time. Please submit your questions now to make sure they are received in a timely fashion for a review in response. I've asked Mr. LaVerne to act as secretary of this annual meeting and to record the minutes of this annual meeting. Before considering the business to be discussed at this annual meeting, I would like Mr. LaVerne to report on the formal steps taken in connection with the annual meeting. Brandon?

Mr. Chairman, the Board of Directors has adopted resolutions, which provides this annual meeting be held today and which fixed the close of business on June 10, 2020, as the record date for the determination of stockholders entitled to notice of and to vote at this annual meeting. I have an affidavit of [ Dominic Baca ], an employee of American Stock Transfer and Trust company, the company's transfer agent, certifying that the notice of the Annual Meeting of Shareholders, Proxy Statement, Annual Report on Form 10-K and Proxy Card were first mailed on June 17, 2020, to each holder of the company's common stock at the close of business on the record date. I also have, at this annual meeting, the list of stockholders of the company's common stock as of the record date that was compiled by American Stock Transfer and is available for inspection by stockholders of record during this annual meeting, for any reason germane to this annual meeting. Stockholders can contact the company to coordinate a view of this list. According to this list, there were 17,020,184 shares of common stock issued and outstanding on the record date. Each outstanding share of common stock is entitled to 1 vote per share on the matters presented to this annual meeting. Terren?

Thank you, Mr. LaVerne. I would like you to file the affidavit as to the mailing of proxy material in the minutes book of the company with the minutes of this annual meeting. I hereby appoint Susan Etzel to act as the inspector of election of this annual meeting. The inspector has executed to oath to carry out her duties impartially and to the best of her ability. Her function is to decide upon the qualifications of voters, accept their votes and when balloting on all matters is completed, to tally the final votes. Brandon?

Mr. Chairman, we will file this oath signed with the inspector of election with the records of the annual meeting.

The oath of the inspector of election will be still filed with the minutes of this annual meeting. Will the inspector of the election now provide us with a count of the stockholders virtually present or by proxy?

Mr. Chairman, I can report that a preliminary count indicates the presence of a quorum. I'm in the process of completing the count of all stockholders virtually present or by proxy and will render an exact report at the end of the annual meeting.

Since the holders of record of at least majority of the outstanding shares of common stock entitled to vote at this annual meeting are virtually present or by proxy, I declare that a quorum is present. The first order of business is the election of 7 directors to hold office until the next annual meeting and until their respective successors are elected and qualified, the Board election proposal. The persons received -- receiving an affirmative vote of shares of common stock, representing a plurality of the votes at on the proposal at the annual meeting shall hold the acquisition for a term of 1 year or until the next annual meeting or until another is chosen in his or her staff. I hereby open the floor for nominations.

Mr. Chairman, as proxy for a stockholder of record of the company, I hereby nominate the following persons for election as Directors to each serve for a 1-year term: Mr. Terren S. Peizer, Mr. Richard A. Berman; Mr. Michael Sherman, Mr. Edward Zecchini, Ms. Diane Seloff, Mr. Robert Rebak, Mr. Gustavo Giraldo.

I second the nomination. We have received nominations to elect 7 persons to serve as directors of the company for 1-year term. If there are no further nominations, I will entertain a motion that the nominations for the election of directors be closed.

I move that the nominations for election of directors be closed.

I second the motion. The nominations are hereby closed. The second order of business is the ratification of appointment of EisnerAmper as the company's independent registered public accounting firm for the 2020 fiscal year, the auditor's ratification proposal. The proposal needs to be approved by the affirmative vote of shares of common stock, representing a majority of votes cast on the proposal virtually present or represented by proxy at the annual meeting. I will entertain a motion for the auditor's ratification proposal.

I so move.

I second the motion. The auditor's ratification proposal is now closed. As there are no other matters to be brought before this meeting, I now call for votes for: One, the Board election proposal; and two, the auditor ratification proposal. Now I would like to have the inspector of election to complete her report, showing the final count of the stock represented here today and by proxy and to tally the votes cast with regard to the proposal.

As the inspector of election, I hereby report that there are 15,091,634 shares of common stock entitled to vote represented at this meeting, comprising approximately 88.67% of the outstanding common stock of the company. In voting for directors, I hereby report that Mr. Terren S. Peizer, Mr. Richard A. Berman, Mr. Michael Sherman, Mr. Edward Zecchini, Ms. Diane Seloff, Mr. Robert Rebak and Mr. Gustavo Giraldo, each received a plurality of the votes cast. In voting for the auditor ratification proposal, I hereby report that 13,015,742 shares of the company's common stock voted in favor of this proposal, representing approximately 76.47% of the shares of common stock represented with respect to this proposal.

With the results, I declare that Mr. Richard A. Berman, Mr. Michael Sherman, Mr. Edward Zecchini, Ms. Diane Seloff, Mr. Robert Rebak and Mr. Gustavo Giraldo and I have been elected as directors of the company to serve for a 1-year term. And the appointment of EisnerAmper as independent auditors of the company for the fiscal year December 31, 2020, has been ratified. I now call for adjournment.

I move that the annual meeting be adjourned.

I second the motion. There are being no objections to the motion made to adjourn this annual meeting, I hereby declare this annual meeting adjourned. Are there any questions?

There are none.

Everyone, thank you for joining the annual meeting. If there are no questions, we will adjourn.

Ladies and gentlemen, this concludes the meeting. You may now disconnect, and have a pleasant day.