Vericel Corporation (VCEL) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to Vericel Corporation's 2021 Annual Meeting of Shareholders. At this time, I would like to introduce the Chairman of Vericel's Board of Directors, Dr. Robert Zerbe.

Thank you. Good morning, and welcome to Vericel Corporation's 2021 Annual Meeting to shareholders. I'm Robert Zerbe, Chairman of Vericel's Board of Directors, and I will act as the Chairman of the meeting today. Although much progress in the fight against COVID '19 has been made since April of 2020. And while we are heartened by the widespread availability of vaccines for most citizens, as we did a year ago, Vericel is conducting its 2021 annual meeting in a virtual format, out of an abundance of caution and to protect the health and well-being of our investors and our employees. Vericel recognizes that this continues to be a challenging time for many, and our thoughts are with all of our shareholders in this country and throughout the world. This virtual meeting is being held pursuant to Michigan law, Vericel's bylaws and the notice of the annual meeting that was distributed to all of the company's shareholders. Sean Flynn, the company secretary, will record the minutes of the meeting. Francis Arren of Broadridge Financial Solutions has been appointed Inspector of Elections for the meeting and the Inspector of Elections has signed the oath of office, which will be filed with the minutes of this meeting. In accordance with the agenda for today's meeting, we will conduct the business portion of our meeting first. And after the formal meeting is concluded, we will allow time for appropriate questions that are germane to today's proceedings. In terms of voting, if a shareholder who's joined us today after registering their presence through the web portal has not yet voted or would like to change their vote, that individual will have an opportunity to do so once the polls open following the formal presentation of today's business. Now shortly after 9:00 a.m. Eastern Standard Time on April 28, and this meeting is now officially call to order. At this time, I would like to acknowledge the other members of the Board of Directors of the company who are present today, all of whom are joining us virtually from around the country. Dominic C. Colangelo, Vericel's President and Chief Executive Officer; Alan L. Rubino; Heidi Hagen; Kevin McLaughlin, Paul Wotton and Stephen Gilman. I'd also like to acknowledge the members of the company's senior management team who are also joining us today, Michael Halpin, Chief Operating Officer; Joe Mara, Chief Financial Officer; Sean Flynn, Vice President, General Counsel and Secretary; Roland DeAngelis, Senior Vice President, Commercial operations; Jonathan Hopper, Chief Medical Officer; Heidi Hassen, Vice President Human Resources; and Sandra Pennell, Vice President and Controller. Also joining us today is a representative from our independent auditor, PricewaterhouseCoopers LLP, John Charters. And finally, I'd also like to acknowledge the representative from our outside legal counsel, Goodwin Procter, Sara [indiscernible]. At this time, I will ask for a report on the quorum from our Inspector of Elections. Mr. Arren?

Mr. Chairman, the notice of this meeting and accompanying proxy materials were furnished to each shareholder who is a holder of record at the close of business on March 4, 2021, the record date for this meeting. There were 46,094,150 shares of common stock outstanding on the record date. And only holders of common stock on the record date are entitled to vote at this meeting. Holders of approximately 40,876,433 shares or 88.68% of the shares outstanding on the record date are participating in the meeting today, either on behalf of themselves or by proxy, which constitutes more than a majority of the outstanding common stock. Therefore, a quorum is present and the shareholders are authorized to transact business during this meeting.

Thank you, Mr. Arren. At this time, we will consider the items of business set forth in the proxy notice for this meeting. The first matter to be considered at today's meeting is the election of nominees to our Board of Directors. The Board has nominated following 7 directors: Dominic C. Colangelo, Alan Rubino, Heidi Hagen, Robert Zerbe, Steven Gilman, Kevin McLaughlin and Paul Wotton. Each to stand for election at this meeting to serve 1-year terms expiring at the 2022 annual meeting of shareholders or until his or her successor shall have been elected and qualified. In accordance with the company's bylaws, additional Board nominees by shareholders must be submitted to the company in advance of the annual meeting. Mr. Secretary, did the company receive any board nominations from the shareholders?

No nominations were received.

Thank you. Since no additional nominations received, the nominations are closed. The second matter to be considered at the meeting today is the approval on an advisory basis of the compensation of our named executive officers. The third matter to be considered at the meeting today is the ratification of the appointment of PricewaterhouseCoopers, LLP as Vericel's independent registered public accountants for the fiscal year ending December 31, 2020. The polls are now open. Any shareholder who hasn't yet voted or wishes to change their vote. They do so now by clicking on the voting button on the web portal and following the instructions. Please note that if you have already returned your proxy, there's no need to vote now unless you wish to change your vote. Okay. The polls are now closed. Will the Inspector of Election please tally all of the ballots?

Votes have been -- Mr. Chairman the votes have been tallied.

Excellent. We will now hear the report of the Inspector of Elections regarding the results of the voting.

The report of the Inspector of Elections on proposal 1 indicates that a plurality of the shares present or represented and entitled to vote were voted in favor of the election of the persons nominated, each for a 1-year term that will expire at next year's annual meeting of shareholders. Therefore, I report that Dominic C. Colangelo, Alan Rubino, Heidi Hagen, Robert Zerbe, Steven Gilman, Kevin McLaughlin and Paul Wotton have each been elected to serve 1-year terms expiring at the 2022 annual meeting of shareholders. The report of the Inspector of Elections on proposal 2 indicates that a majority of the shares present or represented and entitled to vote were cast in favor of this proposal. Therefore, I report that the compensation of the company's named Executive Officers has been approved. The report of the Inspector of Elections on proposal 3 indicates that a majority of shares present or represented and entitled to vote were cast in favor of this proposal. Therefore, I report that PricewaterhouseCoopers LLP has been ratified as Vericel's independent registered public accountants for the fiscal year ending December 31, 2021. The final vote tally for these matters will be included in the report of the Inspector of Elections and will be reported in the current report on Form 8-K to be filed by the company.

To give all the shareholders the opportunity to consider items coming before a shareholders' meeting and to allow the company to present those proposals in its proxy materials, the company's bylaws require advanced notice of agenda items to be proposed by shareholders. The company has not received any request from shareholders for consideration of additional items at this meeting, so the formal business portion of our annual meeting of shareholders has concluded. At this time, may I hear a motion for adjournment.

So moved.

Seconded. This is the formal portion of our annual meeting. I'd like to thank all of you for attending Vericel's annual meeting, and I would like to express my appreciation to all the shareholders who submitted their proxies but were unable to participate in the meeting today. The directors, officers and employees of Vericel appreciate the loyalty and confidence of all of our shareholders. I'll now turn the meeting over to Vericel's President and CEO, Nick Colangelo.

Thank you, Bob. In accordance with the agenda for today's meeting, we've set aside time for shareholders to provide written questions germane to today's proceedings. There being no questions at this time. On behalf of the Board of Directors and the entire management team, I'd like to thank you for your support and for joining us today for the 2021 Annual Meeting of Shareholders. Have a great day.

This concludes Vericel Corporation 2021 Annual Meeting of Shareholders. Thank you for attending.