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 2019

May 2, 2019

Speaker 1

Mead and Casey Tansey. We also have several members of our management team present, including our officers, Rick Buchholz, Steve Janrich and Randy Bann. I'd also like to introduce William Miller 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'd like to invite Marilyn Carlson Nelson, the Chair of the Board of Directors to make a few comments.

Speaker 2

Thank you, Tim. It has been a successful and gratifying 1st year as a public company. Since ringing the bell 12 months ago, we continued our focus on fulfilling our mission and reinforcing our mission driven culture. All of us are committed to improving the lives of the patients who receive our INSPIRE therapy. We are anticipating significant opportunity ahead of us with the growing awareness and growing adoption of our therapy.

We continue to work with our physicians and health care providers to ensure all patients have the best possible outcome. Obstructive sleep apnea is a debilitating disease, impacting a patient's quality of life and increasing the risk of other comorbidities. It is rewarding to bring this therapy to the market. I would like to thank all the employees for their commitment and hard work, for patience and today's meeting provides me an opportunity to thank you, our shareholders, 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 now, Tim, he may officially open the meeting.

Speaker 1

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 annual meeting and proxy statement. Upon joining the meeting, an agenda for the meeting should have 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 7, 2019 as the record date for those 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. We're entitled to notice of and to vote at this meeting. The list is available for inspection at our corporate headquarters for 10 days prior to this meeting.

And for the 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 that notice of this meeting was first distributed or made available on March 20, 2019 to all stockholders of record of the company as of the close of business on March 7, 2019. 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 Kevin Chao, 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. Chao has signed a customary oath of office to execute his duties with strict impartiality. We will file this oath with the records of this meeting. Mr. Chao 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. The polls open today May 2, 2019 at 8 a. M. Eastern Time 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 proposal and close the poll. 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 2 proposals to be considered by the stockholders at today's meeting. The company recommends that the stockholders vote for each of the director nominees named in the first proposal and for the second proposal.

Business is the election of Timothy Herbert, Shao Khan and Shaun T. McCormick to serve as Class 1 Directors for the company to hold office until the annual meeting of stockholders to be held in the year 2022 and until their respective successors have been duly elected and qualified. The plurality of the votes 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 1 Directors. In accordance with the advanced notice provision in the bylaws of the company, stockholders are required to provide advanced notice of their intent to nominate candidates for directors. No such notice was received.

Therefore, I declare that nominating for director close, A motion to elect 3 directors is now in order. The second item of business is the ratification of the audit committee's appointment of Ernst and Young as our independent registered public accounting firm for our 2019 fiscal year. The affirmative vote of the holders of a majority and voting power of the votes cast affirmatively or negatively excluding abstention at this meeting by the holders entitled to vote on this item business is required for approval of this proposal. 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're happy to respond to any questions regarding the 2 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 pm Eastern Time on May 7 to discuss our financial results for the first quarter of 2019 and recent business development. There are no questions at this time. The time is now 8:0:7 am on May 2, 2019 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 Timothy Herbert, Cho Kong and Sean T. McCormick have been elected as directors to serve until our annual meeting to be held in the year 2022 and the employment of Ernst and Young as our independent registered public accounting firm for our 2019 fiscal year has been ratified. The final tally of Volt will be published within 4 business days in a current report on Form 8 ks to be filed with the Securities and Exchange Commission. The time is now 8:0:9 a.

M. 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.

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