STERIS plc (STE) Earnings Call Transcript & Summary

Good day and welcome to the 2020 Annual General Meeting of Shareholders for STERIS plc. I would now like to turn the conference over to Mohsen Sohi. Please go ahead.

Will the meeting please come to order? Good morning, ladies and gentlemen. I'm Mohsen Sohi, Board Chair of STERIS plc, and will serve as Chairman of this meeting. Adam Zangerle, STERIS' General Counsel and Company Secretary, will serve as the meeting secretary and will keep the minutes of the meeting. Welcome to the 2020 STERIS plc Annual General Meeting of Shareholders. Due to public health concerns and the continuing uncertainties associated with the COVID-19 pandemic, this Annual General Meeting is being conducted both in-person at the offices of the company's U.S. subsidiary and virtually by live webcast over the Internet. We have also arranged for registered shareholders to participate by audiovisual link from the office of our local Legal Counsel in Dublin. I would like to thank you for your virtual attendance today and for your support of STERIS as shareholders. We plan to return to our regular practices of conducting in-person shareholder meetings in Ireland as soon as conditions permit. Walt Rosebrough, our President and Chief Executive Officer and Director of the company is present today. And in addition to Walt, Adam and myself, I would like to take this opportunity to introduce the other directors and executive officers of our company who are present with us today. Directors by virtual attendance and connection are Richard Breeden, Cynthia Feldmann, Dr. Jacqueline Kosecoff, David Lewis, Dr. Nirav Shah and Dr. Richard Steeves. Executive Officers in person are Dan Carestio, Chief Operating Officer; and Mike Tokich, Chief Financial Officer. Jerry Emery and Breffni Maguire and others from Ernst & Young, our independent registered public accounting firm and auditor for 2020, are actively -- are participating with us today and may make a sentence at the end of the meeting, if they decide. At this meeting, I would like to review the agenda for today's meeting. The agenda for the meeting, which has been made available to you, includes a formal portion, where we will announce the results of the votes on the various proposals. After the formal meeting, we will hold a shareholder convocation, when Walt Rosebrough will comment on the state of our company and answer any questions. The inspector has reported to me that we have a quorum present, and therefore, this is a duly constituted meeting. I now declare the meeting open. It is just now after 10 a.m. Adam Zangerle will now cover the formalities of the meeting.

Thank you, Mohsen and good morning, STERIS shareholders. I will now start the formal proceedings of the 2020 Annual General Meeting. As Secretary of the company and of this meeting, I have at this meeting a certified list of the company's shareholders of record as of May 29, 2020, the record date for this meeting. Notice of this meeting was duly and properly provided to shareholders by way of a proxy statement dated June 12, 2020. Accordingly, the requisite Notice of the Meeting has been given, and a certificate to that effect will be filed as part of the records of the meeting. With your approval, I propose that we take the Notice of the Meeting as read. In accordance with the Articles of Association of the company, voting today will be done by way of poll on each of the resolutions put to the meeting. Our Board of Directors has authorized a representative of Broadridge Investor Communication Solutions, Inc. to act as inspector for this annual meeting. His duties are to determine the number of shares of stock represented at the meeting in-person and by proxy; to determine the existence of a quorum; to determine the validity of the proxies; and to receive, count and tabulate all votes cast and to determine and report the results thereof. Inspector's oath will also be filed along with the records of the meeting. For those of you attending in person today, you should have received a poll card when you registered before the meeting if you wish to vote in person and have not already voted by completing a proxy card and submitting it before the meeting. Likewise, if you've already submitted a proxy card but now wish to change the way you voted, you can also obtain a new poll card. Please let us know now if you think you should have a poll card but do not, and we will provide one. If anyone wishes to vote on the items described in the proxy statement in person rather than proxy, please see the Broadridge representative immediately. He will provide the poll card. He is seated at the inspector's table. The rules of the meeting include the following. Only shareholders, validly appointed attorneys or corporate representatives or holders of proper proxies who are present in person in Ohio or in Dublin may address the meeting, and they are asked to state their names upon being recognized. Questions may also be asked via Internet, and we ask the questions or comments be brief and questions or in-person comments during the business portion of the meeting be limited to the relevant agenda item. Last, we ask that each shareholder ask no more than 2 questions during the convocation to allow others to participate. The detailed rules of conduct for this meeting were made available prior to the start of the meeting. The shareholders are considering 5 proposals today, all of which have been set out on the agenda for today's meeting. The order of business for the meeting will be as follows: first, we will take any questions in respect of the Irish annual report and accounts for the year; second, Dr. Sohi will introduce the nominees for director; third, we'll vote on all of the proposals contained in the meeting and -- I'm sorry, containing in the Notice of the Meeting; and finally, we will announce the results of the votes. After the formal meeting has concluded, as Dr. Sohi stated, we will open our shareholder convocation, which will include a presentation by our CEO, Walt Rosebrough, who will share his views on the state of the company. We will then have a period to answer questions. With respect to the shareholder convocation, please be aware that any presentation, remarks or responses to shareholder questions may contain forward-looking statements about the future performance of the company as well as non-GAAP financial information. As a standard cautionary statement, I remind all of us that there are factors which could cause actual results or events to materially differ from those anticipated by the forward-looking statements and that you should refer to our reconciliation of non-GAAP financial information. A listing of some of those risk factors, the company's further caution regarding forward-looking statements and the reconciliation of non-GAAP financial information are each described in the company's annual report on Form 10-K. I have here copies of our Irish annual report and accounts for the year ended March 31, 2020, which are also available at www.proxyvote.com and in the Online IR Kit in the Shareholder Resources section of the STERIS website. I hereby formally lay the Irish annual report and accounts before the meeting. There is no requirement under Irish law that these financial statements be approved by the shareholders, and we are not seeking any such approval at today's meeting. Any questions in relation to the Irish annual report and accounts may now be submitted. We will now proceed to vote on the resolutions, which Dr. Sohi will formally propose to the meeting. The full text of each of the resolutions is set out in the Notice of the Meeting, a copy of which you have received as shareholders. The resolutions are each proposed as ordinary resolutions and require a simple majority vote to be passed.

Thank you, Adam. In accordance with our Articles of Association, shareholders are being asked today in proposal 1 we elect 8 directors for terms expiring at the 2021 Annual General Meeting of Shareholders. The Board is recommending that each one of the directors be reelected as a director. If anyone is voting by poll card and you have not already done so, please immediately submit your poll card to the Broadridge representative. I will introduce the director nominees. The nominees are Richard Breeden, Chairman and Chief Executive Officer of Breeden Capital Management LLC and Chairman of Richard C. Breeden & Co., LLC. I now propose that Richard Breeden be reelected as a Director. Cynthia Feldmann, Founder and President of Jetty Lane Associates. I now propose that Cynthia Feldmann be reelected as director. Jacqueline Kosecoff, Managing Partner of Moriah Partners, LLC and Senior Advisor to Warburg Pincus LLC. I now propose that Jacqueline Kosecoff be reelected as a director. David Lewis of -- Counsel and former partner and Chairman of law firm of Lewis & Munday. I now propose that David Lewis be reelected as a director. Walt Rosebrough, Director and President and CEO of STERIS since October 2007. I now propose that Walt Rosebrough be reelected as a director. Nirav Shah, faculty member at Stanford University. I now propose that Nirav Shah be reelected as a director. Richard Steeves, former CEO of Synergy Health Plc, I now propose that Richard Steeves be reelected as a director. And myself, Mohsen Sohi, CEO of Freudenberg and Co., as this next resolution relates to my reelection, I now will hand the meeting over to Adam Zangerle.