OraSure Technologies, Inc. (OSUR) Earnings Call Transcript & Summary

Good morning, and welcome to the OraSure Technologies 2021 Annual Meeting of Stockholders. My name is Mike Celano. I'm the Chairman of the Board of Directors, also serve on the company's Audit and Comp Committees. I will be acting as Chairman of this meeting. With me today are Steve Tang, OraSure's President and CEO; and Roberto Cuca, CFO for the company. Steve is also a member of the Board. Jack Jerrett, OraSure's General Counsel and Corporate Secretary, is also here and will act as Secretary of the meeting. We are pleased to again be conducting this meeting in a completely virtual format. There are several items of business to be considered explained in our proxy statement. Following these items, there will be a Q&A session during which stockholders attending the meeting may ask questions. Questions can be submitted by following the instructions on the website page for this meeting and the meeting notice sent to stockholders. You may submit your questions now at any time during the meeting. Only questions that are germane to the meeting matters or being discussed today will be considered. An archived audio copy of the meeting will be available on the web page for the meeting approximately 24 hours after our meeting concludes and will remain available for a period of 7 business days thereafter. The inspector of election for this meeting is Ms. Anna Hagberg of Broadridge Financial Solutions. Ms. Hagberg has taken an oath, which will be included with the minutes of this meeting. Broadridge has also provided us with an affidavit certifying that Notice of this Meeting was sent on April 6 -- or April 8, 2021, to all stockholders of record as of March 26, 2021, record date. Notice of this Meeting has, therefore, been given in accordance with the company's bylaws and applicable law. As required by law, a complete list of the stockholders entitled to vote at this meeting is available for inspection by any stockholder for any purpose germane to this meeting. This list may be assessed -- accessed on the website for the meeting. According to the company's records and a certificate of the inspector, there are 72,646,480 shares of the company's common stock entitled to vote at this meeting. The inspector has determined that persons holding a majority of the outstanding shares of stock are attending this meeting by proxy. Accordingly, I declare that a quorum is present and the 2021 Annual Meeting of Stockholders is now called to order. Before proceeding further, I would like to introduce the additional members of the company's Board of Directors. Each of these directors is also attending the meeting electronically. From the Board, we have Mara Aspinall, Managing Member of Health Catalysts, an investment; and advisory firm serving health care and technology companies. Mara is the Chairperson of the Audit Committee and serves on the Compensation Committee. Jim Datin, President and CEO of BioAgilytix Labs, a leading global bio analytical contract research organization; Jim serves on the Audit and Compensation Committees. Eamonn Hobbs, President of Hobbs Medical Ventures, a health care consulting company. Eamonn is Chairperson of our Nominating and Corporate Governance Committee and also serves on the Comp Committee. Ronny Lancaster, former Senior Vice President for Federal Government Relations of Assurant Inc., a global provider of risk management solutions. Ronny is Chairperson of our Compensation Committee and also serves on the Nominating and Corporate Governance Committee. Also 2 of our newer Board members, Lelio Marmora, President of Management Lab, a consulting firm that provides advisory services in the field of international development, public-private partnerships and large-scale global health investments. Lelio serves on the Audit and Nominating and Corporate Governance Committee; Dr. David Shulkin, President and CEO of Shulkin Solutions, Inc., a company that promotes innovation in health care and advocates for veterans and underserved populations. David serves on the Audit and Nominating, Corporate Governance Committees. Finally, Jennifer Strong and Meghan Bowen from KPMG are also attending the meeting electronically. KPMG is the company's independent registered public accounting firm. The KPMG representatives are available to respond to questions raised during the Q&A session if necessary. I will now move into the formal part of our stockholder meeting. The order of business will be set forth in the proxy statement -- will be set forth as in the proxy statement. A copy of the agenda is available on the website for this meeting. The business transacted today will be limited to 3 items. The polls are open for voting by following the directions on the website and the meeting notice sent to our stockholders. After all business items have been discussed, I will close the polls and no further voting will be permitted. As indicated in the agenda, the first item of business is the election of 3 Class 3 directors. The Board nominees are James A. Datin, Lelio Marmora and myself. The Class 3 directors elected today will hold office until the company's annual meeting in the year 2024. Each nominee is presently a director of the company and has consented to serve if elected. The names of the director nominees have been placed into nomination. Additional information about each nominee can be found in our proxy statement. No other nominations were made in accordance with the procedures established by the company's bylaws. Accordingly, nominations have been closed. The company's Board of Directors is recommending that stockholders vote for the director nominees. The second item of business is the ratification of the appointment of KPMG LLP as the company's independent registered public accounting firm for 2021. KPMG has served in this capacity for the past several years. The appointment of KPMG has been approved by the Audit Committee and the Board is recommending that stockholders vote for ratification of KPMG's appointment. Finally, the last item of business is the approval by a nonbinding advisory vote of the compensation of the company's named executive officers as disclosed in our proxy statement. Federal law requires that we provide stockholders with the opportunity to vote on the compensation paid to executives. This is commonly referred to as say-on-pay vote. Setting appropriate levels of executive compensation is an important issue and we take very seriously. We believe that our executive compensation for 2020 is competitive and fully aligned with our pay-for-performance philosophy. Accordingly, the company is recommending that the stockholders vote for approval of the resolution on executive compensation as set forth in the proxy statement. The polls will be closed momentarily, so if you have not done so yet, please cast your vote at this time. [Voting]

Stockholders desiring to vote have had an opportunity to vote their shares either prior to today or during this meeting. Accordingly, I declare that the polls are closed. I ask that the inspector tally the votes and prepare a certificate of results. There being no further business to conduct, the formal portion of the meeting is now adjourned. In the time remaining, we will answer questions if there are any. There appears -- there does not appear to be any questions, so I'm going to -- I will conclude the Q&A session. Before ending the webcast, I'd like to provide a preliminary report on the voting as prepared by the inspector. Taking into account the number of shares represented at the meeting, the tabulation of all the proxies and ballots indicate that, on a preliminary basis, the nominees for the Board have been reelected; the appointment of KPMG has been ratified; and the compensation of the company's named executive officers, as described in the proxy statement, has been approved. A written certificate of the final vote totals for each of these items will be prepared by the inspector and filed with the minutes for this meeting. These results will be disclosed by the company in an upcoming SEC filing. That is all we have today. On behalf of the company and the Board, I'd like to thank all of our stockholders for your continued support and for your participation in this year's meeting.