Inspire Medical Systems, Inc. (INSP)
NYSE: INSP · Real-Time Price · USD
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Apr 24, 2026, 4:00 PM EDT - Market closed
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AGM 2020

Apr 30, 2020

Speaker 1

Welcome to Inspire Medical Systems, Inc. Annual Stockholder Meeting. I would now like to turn the call over to the President and Chief Executive Officer, Timothy Herbert.

Speaker 2

Good morning. I am Tim Herbert, President and CEO of Inspire Medical Systems, a member of the Board of Directors and the chairperson of today's meeting. I'm very happy to welcome you to our 2020 Annual Meeting of the Stockholders. Before I call the meeting to order, I'd like to introduce you to the other members of the Board of Directors who are with us today. The other members of the Board joining us today are Marilyn Carlson Nelson, who is the Chair of our Board of Directors Gary Ellis, Doctor.

Jerry Griffith, Doctor. Muted Jain, Cho Kang, Sean McCormick, Dana Mead and Casey Tansey. We also have several members of our management team join for the meeting, including the following officers Rick Buchholz, our Chief Financial Officer Steve Jandrich, our Chief Compliance Officer and Randy Banns, our Chief Commercial Officer. I'd also like to introduce you introduce Doug Hunter of Ernst and Young, the company's independent auditor, who is available to respond to questions via the question and answer function on the Annual Meeting webpage. Before we begin, I would like to invite Marilyn Carlson Nelson, the Chair of the Board of Directors to make a few comments.

Marilyn?

Speaker 3

Thank you, Tim, and good morning, everyone. It's been another successful and gratifying year at Inspire Medical Systems. We have continued our focus to fulfilling our mission and reinforcing our mission driven culture. All of us are committed to improving the lives of the patients who receive InspIDER therapy. During these difficult times with COVID-nineteen, we like most of the world have learned to operate remotely and we have introduced virtual tools so that we can continue to safely conduct our business.

We remain focused to supporting patients who already have InspIDER therapy as well as supporting new patients who are awaiting to have procedures scheduled. We know that we have a significant opportunity ahead of us with growing awareness and growing adoption of Inspire therapy. We continue to work with our physicians and our health care providers to ensure that all patients have the best possible outcome. Obstructive sleep apnea is a debilitating disease. It impacts a patient's quality of life and increases the risk of other comorbidities.

I would like to thank all of the employees for their commitment and hard work for patients. But today's meeting provides me with this opportunity to say thank you to you, our stockholders, whose support enables us the opportunity to help so many people. Your investment in Inspire will further our mission to increase the number of patients who may be treated with this important therapy. We are grateful and please be safe as we work together to get through this pandemic. And now, Tim, you may officially open the meeting.

Speaker 2

Thank you very much, Marilyn. The meeting will now officially come to order. We will proceed with the formal business of the meeting as set forth in the notice of the annual meeting and proxy statement. Upon joining the meeting, an agenda for the meeting should become available on your screen. Also available at the bottom of your screen is a list of the rules of conduct for the meeting.

To conduct an orderly meeting, we ask that participants abide by these rules. Our Board of Directors set March 6, 2020 as the record date for these stockholders entitled to vote at this meeting. We have a certified list of stockholders of the company as of the close of business on the record date who are entitled to notice of and to vote at this meeting. The list was available for inspection at our corporate headquarters for 10 days prior to this meeting and for stockholders that have entered a valid 16 digit control number, the stockholder list is also available during this meeting on the bottom panel of your screen. I also have an affidavit of mailing, establishing the notice of this meeting was first distributed or made available on March 16, 2020 to all stockholders of record of the company as of the close of business on March 6, 2020.

A copy of the notice of meeting and the affidavit of mailing will be included with the minutes of this meeting. At this time, I'd like to introduce Tony Caridio, a representative of Broadridge Investor Communication Services. The Board of Directors has appointed a representative of Broadridge to act as Inspector of Election at today's meeting. Mr. Carrillo has signed the customary oath of office to execute his duties with strict impartiality.

We will file this oath with the records of the meeting. Mr. Criteo has informed me that a quorum is present. Therefore, I hereby declare this meeting to be duly constituted for the transaction of business. We will now proceed with the formal business of this meeting.

Polls open today, April 30, 2020 at 8 a. M. Central Time for all voting for voting on all matters before the meeting. If you have not already voted and wish to vote, the polls will remain open until we finish presenting the proposals and close the polls. The voting is by proxy and for those voting during the meeting, online ballot.

You do not need to vote during the meeting if you have already voted and do not wish to change your vote. There are 4 proposals to be considered by the stockholders at today's meeting. The company recommends that the stockholders vote for each of the directors nominated in the first proposal for the second and third proposals and 1 year on the 4th proposal. Okay. The first item of business is the election of Gary L.

Ellis, Muted K. Jain and Dana G. Mead Jr. To serve as Class II Directors of the company to hold office until the annual meetings of stockholders to be held in 2023 and until their respective successors have been duly elected and qualified. The plurality of the vote cast, meaning that the 3 nominees receiving the highest number of affirmative 4 votes is the voting standard for this item of business and is required for each of the nominees to be elected as Class II directors.

In accordance with the advance notice provision in the bylaws of the company, stockholders are required to provide advance notice of their intent to nominate candidates for directors. No such notice was received. Therefore, I declare the nominations for director close. A motion to elect 3 Directors is now in order. The second item of business is the ratification of audit committee's appointment of Ernst and Young as majority in voting power of the votes cast affirmatively or negatively, excluding abstentions, at this meeting by the holders entitled to vote on this item of business is required for the approval of this proposal.

The third item of business is the approval on an advisory or non binding basis of the compensation of our named executive officers. The affirmative vote of the holders of a majority in voting power of the vote cast affirmatively or negatively, excluding abstentions, at this meeting by the holders entitled to vote on this item of business is required for the approval of this proposal. The 4th item of business is the approval advisory non binding basis of the frequency of future advisory votes on the compensation of our named executive officers. The frequency, 1 year, 2 year or 3 years, that receives the affirmative vote of the holders of a majority in voting power of the votes cast excluding abstention at this meeting by the holders entitled to vote on this item of business will be the frequency approved by the stockholders. If no frequency receives the foregoing vote, then we will consider the option of 1 year, 2 year or 3 years that receive the highest number of votes cast to be frequently recommended by stockholders.

That was the final proposal for today's meeting. If there are any questions on the proposals, please submit your questions via the question and answer text box on the Annual Meeting page. We are happy to respond to any questions regarding the 4 proposals. However, we will not be responding to questions on other topics. We remind everyone that we will be holding our next quarterly earnings call at 5 p.

M. Eastern Time on May 5 to discuss our financial results for the Q1 of 2020 and recent business development. The time is now eightthirteen on April 30, 2020, and the polls are now closed for voting. The Inspector of Election will count the votes. Based on the preliminary report of the Inspector of Elections, each of Gary L.

Ellis, Muted K. Jain and Dana G. Mead, Jr, have been elected as directors to serve until our annual meeting to be held in 2023. The appointment of Ernst and Young as our independent registered public accounting firm for our 2020 fiscal year has been ratified. The compensation of our named executive officers has been approved on an advisory or non binding basis.

And the frequency of 1 year for future advisory votes on the compensation of our named executives was approved. The final tally of the votes will be published within 4 business days in a current report on Form 8 ks to be filed with the Securities and Exchange Commission. It is now 8:15 and the meeting has concluded. This meeting is now adjourned. With that, ladies and gentlemen, this concludes our annual meeting.

I want to thank you for attending and for your continued support of Inspire Medical Systems.

Speaker 1

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

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