Organogenesis Holdings Inc. (ORGO) Earnings Call Transcript & Summary

Will the meeting please come to order? I would like to welcome all of you to the 2020 Annual Meeting of Stockholders of Organogenesis Holdings, Inc. I am Gary Gillheeney, the President and Chief Executive Officer and a member of the Board of Directors of the company. We are excited to be hosting our virtual meeting, which in light of the coronavirus pandemic, provides our stockholders with a means to attend the annual meeting in a manner that does not endanger the health and well-being of our stockholders and our employees. We will conduct the business of our meeting first and answer any questions after the formal business of the meeting has been concluded. Though we may not be able to answer every question, we will do our best to provide a response to as many questions as possible. Before we begin, I would like to introduce the other members of the company's Board of Directors and management team, who are attending our meeting virtually today. Our Board of Directors are; Alan Ades, Robert Ades, David Erani, Arthur Leibowitz, Wayne Mackie, Glenn Nussdorf and Joshua Tamaroff, members of the management committee, Henry Hagopian, Vice President of Finance, Treasurer and Interim Chief Financial Officer; Patrick Bilbo, our Chief Operating Officer; Brian Grow, our Chief Commercial Officer; Antonio Montecalvo, our Vice President of Health Policy and Contracting; and Lori Freedman, Vice President and General Counsel. Also with us today is William Kolb, who is the company's Secretary and a partner at Foley Hoag, LLP, our Corporate Counsel. The Board of Directors have fixed November 10, 2020 as the record date for this meeting. If you are a shareholder of record at the close of business on that date, you are entitled to vote at this meeting. Stockholders who have filed proxies with the company do not take any further action for their votes to be counted. All filed proxies will be counted as present and will be voted as instructed on the matters listed in the notice for today's meeting. Stockholders intending to vote at the meeting rather than by proxy will do so via the online portal. Any shareholder who hasn't yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. For Proposal 1, the affirmative vote of the holders of plurality of the shares represented in person or by proxy is required for the election of directors. The 8 director nominees receiving the greatest number of votes cast will be elected as the directors of the company. Proposal 2 will pass if it receives a majority of the votes cast with respect to the matter. Ms. Freedman has been appointed to rule on parliamentary matters and has been appointed to act as the inspector of elections. Now I'd like to call upon the secretary to report on the presence of a quorum.

Mr. Gillheeney, as of the close of business on November 10, 2020, there were 107,785,994 shares of common stock outstanding and entitled to vote at this meeting. Of these shares, not less than 83,206,341 are present in person or represented by proxy at this meeting, constituting a majority of the votes eligible to be cast in the quorum for the transaction of business. Further, the list of stockholders of record of the company's common stock as of the close of business on November 10, 2020, is available for inspection by stockholders during the meeting using the link available on the virtual meeting portal. The list, which was prepared by the company's transfer agent, Continental Stock Transfer & Trust Company, shows the name and address of each stockholder as of the record date of this meeting and the number of shares held.

No stockholder has given the company notice of any other matter to be brought before this meeting in accordance with the procedures set forth in the company's bylaws. Therefore, the only matters that will be voted upon are the items listed in the notice for the meeting today. The first order of business is the election of directors. Our directors serve for 1-year terms. The Board of Directors has nominated Alan A. Ades, Robert Ades, David Erani, Gary S. Gillheeney Sr., Arthur S. Leibowitz, Wayne Mackie, Glenn Nussdorf and Joshua Tamaroff for reelection as directors to serve until the next annual meeting of stockholders. No other person has been nominated by the stockholders to serve as a director of the company. Accordingly, I declare the nominations closed. I will now entertain a motion that each of the 8 nominees be elected as a director of the company to serve until the 2021 annual meeting of stockholders and until their respective successors have been elected and qualified.

I so move.

I second the motion.

We will now proceed to a vote. I request that all those voting at this meeting for the election of the directors of the company, including those acting as proxies, please submit your vote now. Any stockholder who hasn't yet voted or wishes to change their vote may do so by using the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via the internet prior to the meeting and do not wish to change their vote, do not need to take any action at this time. We will report the results following the presentation of Proposal 2. I will now move on to the final item of business, which is the ratification of the appointment of our auditor, RSM US LLP, which has been appointed by the Audit Committee of our Board of Directors to serve as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, and to audit the financial statements for the fiscal year ending December 31, 2020. The Audit committee has recommended that the Board of Directors submit this matter to the company's stockholders as a matter of good corporate practice. However, even if the appointment is ratified, the Audit Committee may, in its discretion, direct the appointment of a different independent registered public accounting firm at any time during the year if it deems that such a change would be in the best interest of the company and its shareholders. I will now entertain a motion that the appointment of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, be ratified.

I so move.

I second the motion.

We'll now proceed to a vote. I request that all those voting at this meeting for the ratification of RSM US LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2020, including those acting as proxies, please submit your vote now. Any shareholder who hasn't yet voted or wishes to change their vote may do so by using the voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via the internet prior to the meeting and do not wish to change their vote, do not need to take any further action right now. [Voting]

Now that everyone has had the opportunity to vote, I declare the polls for the 2020 annual meeting of stockholders of Organogenesis Holdings, Inc. closed. I understand that the voting tabulation has been completed. Ms. Freedman, would you please report the results.

Mr. Gillheeney, a plurality of the votes properly cast on Proposal 1 has been voted in favor of each of Alan A. Ades, Robert Ades, David Erani, Gary S. Gillheeney Sr., Arthur Leibowitz, Wayne Mackie, Glenn Nussdorf and Joshua Tamaroff for reelection as a director. In addition, a majority of the votes properly cast on Proposal 2 has been voted to ratify the appointment of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Thank you. I declare that the motions have carried and that our incumbent director nominees have been reelected and the appointment of RSM US LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, have been duly ratified. This completes the formal part of our meeting. And since there are no further business to come before the meeting, I will entertain a motion for adjournment.

I so move.

I second the motion.

It has been duly moved and seconded that the meeting be adjourned. All those in favor, please say, aye.

Aye.

Aye.

Aye.

Oppose, none. The motion is carried. I declare this 2020 annual meeting of stockholders of Organogenesis Holdings, Inc. adjourned. Now I'd like to open things up for stockholder questions and comments. If you have any questions that you have not previously submitted, please do so now. It looks like that there are no questions at this time. Should you have any questions after today's meeting, please feel free to e-mail our Investor Relations contact through our website. And on behalf of Organogenesis, our Board of Directors and management team, I'd like to thank you for attending the 2020 Annual Stockholders Meeting.

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