Hello, and welcome to the Annual Meeting of Stockholders of LivaNova Plc. Please note that today's meeting is being recorded. During the meeting, we'll have a question and answer session. You can submit questions or comments at any time by clicking on the message icon. It is now my pleasure to turn today's meeting over to Mr.
Dan Moore, Chairman of LivaNova Plc. Mr. Moore, the floor is yours.
Thank you, Michelle. Hello, and welcome to all attending LivaNova's Annual General Meeting. I'm Dan Moore, and it's my pleasure to be speaking on behalf of the Board of Directors of LivaNova for my 6th Annual General Meeting as Chairman of the Board. We are conducting this meeting virtually to ensure we are adhering to best practices in this time of social distancing. Our goal is to avoid the spread of COVID-nineteen, while also facilitating and maximizing the participation of our shareholders remotely, regardless of their location in the world.
This virtual meeting is a live audio cast and you may raise questions by typing your remarks in the designated box on your screen using the message icon. To ensure that the questions raised reach us in a timely manner, please submit any questions as soon as possible. We will address questions at the end of the meeting before the poll close. When asking a question, please first give your name and state whether you are a shareholder, a proxy or a corporate representative. If you are a proxy or a corporate representative, please state the name of the shareholder you are representing.
Please note that a copy of the agenda and rules of conduct are located on the meeting center screen. I understand from the company secretary that notice of Annual General Meeting has been sent to all shareholders and to all other people entitled to receive it and that the quorum requirements have been met. It is now just after 13:00 hours in London and I'm pleased to declare LivaNova's 2021 Annual General Meeting formally open. I will start by introducing LivaNova's Board of Directors, who are joining us. First, our Chief Executive Officer, Mr.
Damian McDonald. We also have Francesco Bianchi, Ms. Stacy Ann Zheng Singh, Mr. Bill Cozzi, Mr. Alfred Novak, Doctor.
Sharon O'Kane, Doctor. Arthur Rosenthal and Mr. Todd Schermerhorn. It's my pleasure to also introduce a number of the company's officers. We have our General Counsel and Company Secretary, Ms.
Tina Skeffington our Interim Chief Financial Officer, Mr. Alex Schoortsberg our Chief Human Resources Officer, Ms. Trui Huboli and our Senior Vice President for Business Development, Mr. Matt Dodds. We are also joined today by representatives of PricewaterhouseCoopers LLP, LivaNova's independent registered public accountancy firm, who will be available for questions during the Q and A portion of the meeting.
Computershare, our transfer agent and registrar, is acting as scrutineer for voting today and is being represented by Mr. Mark Kanoff. Now it's my pleasure to introduce Kena Skeppington, our General Counsel and Company Secretary, who will explain the voting procedures. Kina?
Thank you, Dan. Based on a preliminary report from the scrutineer, of the approximately 49,000,000 shares entitled to vote at the meeting, more than 43,000,000 shares, representing approximately 88% of all the voting rights of all the shareholders entitled to vote, voted as of the start of the meeting. The final results of the vote, including the proxy votes on each of the resolutions will be published on our website and notified through a Form 8 ks filed with the U. S. Securities and Exchange Commission as soon as possible after today's meeting.
Shareholders and proxies who have not yet voted by completing a proxy card and delivering it to our registrars before the meeting or by submitting a proxy via the Internet or the telephone may vote now by clicking on the cast your vote icon. Voting will close at 14:00 hours British Standard Time. You have 3 options for each resolution. You may vote for the proposed resolution, against the proposed resolution, or you may abstain from voting on the proposed resolution. Extensions have no legal effect under English law and will not be counted in the calculation of the proportion of votes for or against a resolution.
I now give the floor back to Dan Moore, who will present the resolutions.
We will now proceed to vote on the resolution proposed for the meeting. Notice of this meeting, together with LivaNova's proxy statement, UK Annual Report and accounts for the year ended December 31, 2020, and the U. S. Annual Report on Form 10 ks for the year ended December 31, 2020, were posted and mailed to shareholders of the company on April 30, 2021. Accordingly, requisite notice of the meeting has been given.
There are 9 resolutions with Resolution Number 1 comprising separate resolutions for the election of each of the proposed directors. Resolution Number 5 is a special resolution, which means it requires approval by shareholders representing at least 75% of the votes cast to be passed. All other resolutions are ordinary resolutions requiring approval by a simple majority of the votes cast to be passed. The full text of each resolution is set out in the notice of the meeting, a copy of which you have received. In accordance with the recommendation of the Board of Directors, I move the following resolutions for approval.
Resolution 1 is to elect by separate resolutions each of the following 10 directors for a term expiring at the AGM to be held in 2022. First, Mr. Francesco Bianchi Ms. Stacy Anzheng Tsang Mr. William Cozzi, Mr.
Damien McDonald, Mr. Daniel Moore, Mr. Alfred Novak, Doctor. Sharon O'Kane, Doctor. Arthur L.
Rosenthal, Ms. Andrea Saia, Mr. Todd Schermerhorn. Please note the profiles of all directors are included in the proxy statement. Resolution 2 is to approve on an advisory basis LivaNova's compensation of its named executive officers as set out in the proxy statement, which is otherwise known as U.
S. Say on pay. As a shareholder, you are entitled to cast an advisory vote to approve the compensation of our named executive officers as disclosed in the proxy statement. Although the vote is non binding, the Board values your opinion and considers the outcome of the vote in compensation philosophy and making future compensation decisions. Resolution 3 is to ratify the appointment of PricewaterhouseCoopers LLP, a Delaware Limited Liability Partnership, which we refer to as PWC USA as the company's independent registered public accounting firm for the year ended December 31, 2021.
Resolution 4 briefly authorizes the directors to allot shares in the company and to grant rights to subscribe for and to convert any security into shares in the company up to an aggregate nominal amount of £16,122,679. This authority is proposed to last for the period up to the next AGM or if earlier the close of business on the date that is 15 months after the date on which the resolution is passed. If passed, Resolution 4 would provide the company with the ability to raise additional capital and continue to grant awards to employees, directors, officers, consultants and consultants under incentive plans. Resolution 5 briefly is a special resolution and grants the directors the power to disapply preemption rights for the allotment of equity securities subject to the passing of Resolution 4, up to an aggregate nominal amount of £2,442,830 for any purpose. And in addition, up to an aggregate nominal amount of £2,442,830 to be used only for the purposes of financing and acquisition or other capital investment.
This power is proposed to last for the period up to the next ADM or if earlier, to close the business on the date that is 15 months after the date on which this resolution is passed. If passed, Resolution 5 would allow the Board to allot new equity securities or sell treasury shares held by the company without first offering them to shareholders in proportion to their existing holdings up to the amounts just described. Resolution 6 is to approve on an advisory basis the UK Director's remuneration report and the form set out in the company's UK Annual Report for the period ended December 31, 2020. The Director's remuneration report is concerned solely with remuneration of our management and non management directors and is required under the UK Companies Act 2,006. All UK Incorporated companies that are quoted companies under the Companies Act are required to put their directors' remuneration report to shareholders.
Resolution 7 is to receive and adopt the company's U. K. Audited U. K. Statutory accounts for the year ended December 31, 2020, together with reports of the directors and the auditors thereon.
Resolution 8 is to reappoint PricewaterhouseCoopers LLP, a limited liability partnership organized under the laws of England, which we refer to as PwC UK as the company's UK statutory auditor under the Companies Act to hold office from the conclusion of this 2021 Annual General Meeting until the conclusion of the next general meeting at which the annual report and the accounts are laid. Finally, Resolution 9 is to authorize the directors and or the audit and compliance committee of the company to determine the remuneration of PwC UK in its capacity as the company's UK statutory auditor under the company's act. Please select the cast your vote icon and vote for the resolution, against it or you may abstain from voting. For those who have not already voted, you may vote either now or once you have had an opportunity to consider the ensuing Q and A. As a reminder, voting will close at 14:00 local time in London.
I would now like to open the floor to any questions. Please send your questions using the message icon. Does anyone have any questions they would like to raise?
At this time, we would like to take any questions you may have for
We have not received any questions.
Thank you, Kiena.
So for closing remarks, I'd like to thank you for your participation during this meeting. As Keena mentioned, the results of the voting will be published on our website and notified through a Form 8 ks filed with the U. S. Securities and Exchange Commission as soon as possible. With the formal business of this meeting having been conducted, I would like to take this moment to thank Hugh Morrison for his work on the Board of Directors of LivaNova and his service as Chair of the Audit and Compliance Committee.
We are grateful for a few contributions to the company as LivaNova has evolved over the last several years, and we wish him the best of luck going forward. In Hughes Place, Todd Schermerhorn will assume the role of Chair of the Audit and Compliance Committee. Also, as previously announced, Stacy Anjang Tseng will assume the role of Chair of the Compensation Committee. Thank you both for your willingness to take on these leadership roles. Finally, I would like to extend a warm welcome to Bill Cozzi as our new LivaNova Board Chair.
Bill? Thank you, Dan. We certainly appreciate your leadership these last several years and look forward to our continued collaboration moving forward. I'm certainly honored to take on the Chair position. I'm eager to serve the company in this new role as we look towards the future.
Thanks, Bill. I now declare the meeting adjourned at 13:15 British Summer Time. At this time, I'll welcome Damian McDonald, Chief Executive Officer of LivaNova to deliver brief remarks. Damian?
Thank you, Dan. Welcome and thank you for joining us at our 6th Annual General Meeting. It's been over a year since the COVID-nineteen pandemic began, and I would first like to acknowledge and thank our employees' determination in overcoming the unique challenges created by COVID-nineteen. They went above and beyond and due to their efforts both remotely and on-site in socially distant conditions, we ensured business continuity throughout. Despite the ongoing pandemic, our employees and management team with the support of the Livenova Board of Directors have taken a number of actions to shape our portfolio and structure the organization to ensure the company remains well positioned to serve our patients and drive shareholder value.
We remain committed to our shareholders by continuously evaluating our portfolio and strategic footprint as well as to making the most appropriate decisions to maximize growth of our 2 compelling platforms, neuromodulation and cardiovascular, both of which have growth opportunities beyond which we have achieved to date. Recently, we announced the completion of the sale of the heart valve business and this is further evidence of our desire to focus the company on the key value drivers. Strategically, we are targeting 3 key areas for growth and value creation. First, enhanced execution to deliver on our primary growth drivers of U. S.
Epilepsy and ACS. 2nd, delivering on our rich pipeline. And 3rd, improving profitability and cash generation. As we transition out of the pandemic, we believe customers will continue to reward our innovation and actions as valued partners with increased trust and market share. Further, we believe our work to improve margins will become clearer as procedures return to normal levels.
We will continue to work towards transforming LivaNova into a company that creates significant value for all of its stakeholders, while continuing to bring positive change to patients' lives around the world. Before I close, I'd like to take a minute to recognize and thank our retiring Director, Hugh Morrison. Hugh has brought a unique perspective and skill set to the boardroom. And on behalf of the board, management team and employees and our shareholders, we thank you for your years of service and dedicated actions with LivaNova. In addition, I'd like to thank Dan for his years of service as Board Chair and for his invaluable contributions and personal counsel as the company has transformed.
And in that capacity, I also welcome Bill Cozzi as our new Board Chair. We look forward to continued collaboration with both in these new roles. And with that, I'll say thank you for joining us today and for your continued support and ownership of LivaNova. Thank you, Michelle. Back to you.
This concludes the meeting. You may now disconnect.