AGM 2020

May 13, 2020

The host just joined. You will now be placed into the conference. You are muted on this call. Welcome to the Integra Life Sciences Holdings Corporation annual meeting. My name is Peggy, and I will be your operator. At this time, everyone is in a listen only mode. I would now like to turn the call over to mister Arduini. You may begin. Thank you, Peggy. Good morning, everyone. It's now nine a. M. Eastern Standard Time on Wednesday, May 13, and this meeting is officially called to order. I'm Peter Arduini, President and Chief Executive Officer of the company. And I want to welcome you to the twenty twenty Annual Meeting of Stockholders of Integra Life Sciences Holding Corporation. Eric Schwartz, Secretary of the company, will act as Secretary of the meeting. In light of the COVID-nineteen pandemic, we've moved this annual meeting into a virtual format for the first time. We appreciate everyone's flexibility and patience for this transition, and we're pleased to be able to hold a meeting that interested stockholders can attend virtually, enabling everyone to stay safe and maintain appropriate social distancing. As it relates to the pandemic, I did want to take a moment at the outset to thank the company's employees around the world for their resiliency and dedication over the last few months during the crisis. We're also grateful for the health care professionals and other critical personnel who've been caring for all of us during these challenging times. And with that, I'll turn the meeting over to Eric for some brief introductory comments. Eric? Thank you, Pete. The rules of conduct and procedures for this meeting are posted on the web portal. As stated in those rules, for the stockholders attending via the web portal, questions regarding matters to be voted on at the meeting can now be submitted through the web portal. Also, as an important reminder, if you voted your shares prior to the start of the annual meeting, whether by proxy card, Internet, or phone, your vote has been received by the company's Inspector of Elections and there is no need to vote those shares again during the annual meeting unless you wish to revoke or change your vote. Back to you, Mr. Chairman. Thanks, Eric. As an initial matter, I would like to introduce to you Entegra's directors, all whom are in virtual attendance for today's meeting. In addition to myself, the company's directors are as follows: Stuart Essek, Chairman of the Board Barbara Hill, our presiding director Keith Bradley Rhonda Germany Ballantyne Lloyd Howe Don Morell Ray Murphy and Chris Shea The company's Chief Operating Officer, Glenn Coleman, and Chief Financial Officer, Carrie Anderson, are also in attendance, as is David Ceroli, the Assistant Secretary. In addition, our auditors from PwC are present and are represented by Chad Bond. And with that, we'll begin the formal business of the meeting. This meeting has been called pursuant to due notice. Proxies were solicited on behalf of the board of directors of the company for this meeting. The company has appointed Broadridge Financial Services to act as the inspector of elections. Lou Larson from Broadridge is with us today and will act as the inspector of elections for the meeting and any adjournment or postponement thereof and conduct the vote with respect to the three matters on today's agenda. One, the election of directors. Two, the appointment of the company's independent registered public accounting firm. And three, the advisory proposal to approve the compensation of our named executive officers. Mister Larson has already delivered his oath of office to the secretary. At the close of business on 03/30/2020, the record date, the company had 84,807,726 outstanding shares of common stock, net of treasury shares and shares held by the company, which constitute the only outstanding securities of the company entitled to vote at this meeting. Each share of common stock entitles the holder of record thereup to one vote under applicable law and the bylaws of the company for there to be a quorum for consideration of any matter at this meeting, there must be present in person or by proxy the holders of the majority of the shares of common stock. We are informed by the inspector of elections that there are indeed represented in person or by proxy shares of common stock representing at least a majority of the shares of common stock of the company. Accordingly, I declare that a quorum is present for the matters contemplated to be considered at this annual meeting of stockholders, and the meeting is ready to proceed with its business. Mr. Chairman, an affidavit has been delivered attesting to the fact that the notice of the meeting, the proxy statement and the 2020 annual report to stockholders were mailed on or about 04/08/2020 to all stockholders as of the record date and will be incorporated into the minutes of this meeting. In addition, the supplemental proxy statement and press release filed on 04/23/2020, announcing the conversion of this meeting to a virtual meeting will also be incorporated into the minutes of this meeting. A certified list of the holders of record of the common stock at the close of business on 03/30/2020, which was the record date fixed by the Board of Directors for determining the stockholders of the company entitled to notice of and to vote at this annual meeting, is available for inspection by stockholders or his or her proxy virtually during the meeting. Such list was also available for examination by any stockholder of the company for a period of at least ten days prior to this annual meeting of stockholders. I now open the meeting for questions regarding matters to be voted on at the meeting. Mr. Secretary, are there any questions? Mr. Chairman, there are no such questions, So please proceed to the matters to be voted on at the meeting. Okay. The first order of business is the election of nine directors to hold office subject to the provisions of the bylaws until the next annual meeting of stockholders and until their respective successors shall have been duly elected and qualified. Nominations are now open. Mr. Chairman, I nominate Peter Arduini, Rhonda Germany Ballantyne, Keith Bradley, Stuart Essegg, Barbara Hill, Lloyd Howell, Donald Morell, Raymond Murphy and Kristen Shade, each of whom is currently a Director of the company and a nominee in the company's proxy statement as Directors of the company to hold office, subject to the provisions of the bylaws, until the next Annual Meeting of Stockholders and until their respective successors shall have been duly elected and qualified. Mr. Chairman, I second the nomination. Are there any other nominations? Any submitted. No. The nominations are now closed. The second order of business on our agenda is the proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the twenty twenty fiscal year. Do I hear a motion to approve this proposal? I move the adoption of the following resolution. Resolved that the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2020 fiscal year is hereby ratified. I second the motion. The third order of business on our agenda is a nonbinding resolution approving the compensation of our named executive officers. Do I hear a motion to approve this resolution? I move the adoption of the following resolution. Resolved that the nonbinding resolution approving the compensation of our named executive officers is hereby approved. I second the motion. The polls are now open. It is 09:07AM on 05/13/2020. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following in the instructions there. Stockholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote do not need to do any or take any further action at this time. We'll pause briefly to allow any final votes to be cast. Looking now at the time, it's 09:09AM. The polls are now closed here at 09:09 on 05/13/2020. We will now turn the results of the balloting of the election of directors, the ratification of the appointment of the company's independent registered public accounting firm, and the advisory resolution approving the compensation of our named executive officers. Will the corporate secretary please submit the report of the inspector of elections on the results of the balloting? We have been informed by the inspector of elections that the preliminary vote report shows that the nine nominees for the Board of Directors received a majority of the votes cast for election as a director, that the stockholders have ratified the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the 2020 fiscal year and that the stockholders have approved the compensation of our named executive officers. We will be reporting the final voting results in a Form eight ks to be filed within four business days. From the preliminary report of the inspector of elections, it appears, and I now declare, that the nine nominees for director have been duly elected as directors of the company to hold office office, subject to the provisions of the bylaws until the next annual meeting of stockholders and until their respective successors have been duly elected and qualified. The proposal to ratify the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for fiscal year 2020 has been approved. The advisory proposal to approve the compensation of our named executive officers has been approved. Inspector of Elections will execute a certificate as to the results of the balloting, and that certify and and that and that certificate will be filed in a minutes book of the company along with the minutes of this meeting. I'll now entertain a motion to adjourn the annual meeting of stockholders. I move that the meeting be adjourned. I second the motion. It's been moved and second that the meeting be adjourned. All in favor say aye. Aye. The meeting is adjourned. Thank you very much for your attendance. Thank you all. This does conclude today's conference, and thank you for participating. You may now disconnect, and have a great day.