Everyone, welcome to Inotiv, Inc.'s annual meeting of shareholders. It's now my pleasure to turn the call over to Bob Leasure, President and CEO. Please go ahead.
Good morning, and welcome to the annual meeting of shareholders of Inotiv, Inc., being held pursuant to the notice dated February 7th, 2022. My name is Bob Leasure, President and Chief Executive Officer of Inotiv, Inc. On behalf of the board and management, it's my distinct pleasure to welcome you to our company's annual meeting of the shareholders. At the request of Dr. Davis, our Chairman of the Board, who is unable to be here in person today, I'm acting as Chairman of today's meeting. Beth Taylor will keep minutes of the meeting, please. Before we begin, I'd like to introduce Inotiv board members. Those who are attending in person today are Matt Neff. Joining by phone are Dr. Greg Davis, our Chairman, Dr. Rich Johnson, Scott Craig, Nigel Brown, and Dr. John Sagartz, who is also our company's Chief Strategy Officer.
Thank you all for attending. We appreciate your support, guidance, and encouragement. In addition to our board members, we also have members of the company's senior leadership team in attendance. With us in person today are Bill Pitchford, Chief Human Resources Officer, and Beth Taylor, Chief Financial Officer. Joining by phone is Adrian Hardy, Senior Vice President, Mike Garrett, Chief Commercial Officer, Greg Day, Chief Operations Officer, GSA, and Jim Harkness, Chief Operating Officer, RMS segment of our business. Following the completion of the formal business for which the meeting was called, I will share some comments about the business, and I will answer questions from shareholders attending the meeting in person. If those attending in person wish to submit a question, please provide it in writing to Beth Taylor at this time. Let's begin.
I would like to welcome you to the 2022 annual meeting. Nicole McDaniel has been appointed to act as inspector of the meeting for the purpose of verifying and tabulating the votes of the shareholders. At this time, any beneficial shareholders who have not yet voted may do so by delivering their legal proxy to the inspector of the meeting. Any registered shareholders who have not yet voted or wish to change their vote may do so by executing a ballot, which is available from the inspector of the meeting. Will any registered shareholders or proxy holders who wish to vote by ballot, please come forward now and meet with the inspector of the meeting? Nicole has an accurate list of all shareholders of Inotiv, Inc. who are entitled to vote at this meeting.
This list shows each shareholder of record on January 26, 2022, the record date for this meeting, and the number of shares owned by each shareholder. The list has been available for inspection by the shareholders entitled to vote at this meeting for the five business days prior to the meeting and will remain open for inspection during the course of the meeting. While we are confirming the number of shareholder votes represented at the meeting in person or by proxy, let me introduce some other key individuals who are attending either in person or by phone with us this morning. Bill Nhr representing Inotiv's independent public accountant, Ernst & Young, and Inotiv's general counsel, Steve Hackman, with Ice Miller. Thank you for attending. Nicole, will you please report the number of common shares represented at this annual meeting, either in person or by proxy?
A total of 24,779,832 common shares were outstanding at the close of business on January 26, 2022. There are present in person or represented by proxy, not less than 20,600,000 common shares, representing 83% of the total outstanding shares. I have also presented an affidavit as to the mailing of the notices of the meeting to the shareholders.
Thank you. Based on the number of shares represented in person or by proxy, a quorum is present, and I therefore call this annual meeting of shareholders to order. The corporate secretary is directed to file the list of shareholders and affidavit with the records of the corporation relating to this meeting. A copy of the minutes of the last shareholders' meeting, held on November 4th, 2021, is included in the records of the corporation currently held by the corporate secretary and is available here for inspection upon request. Will someone please move that the minutes of the last meeting be accepted without being read?
Moved.
I second the motion. Thank you. Is there any discussion regarding the acceptance of the previous meeting minutes? If not, those in favor signify by saying, Aye.
Aye.
Aye.
Aye. Those opposed signify by saying, "No." Motion is carried. There are four items on our agenda today. Voting on each item will be conducted on a single ballot and will be deferred until all items are before the meeting. The first order of business, in accordance with the company's bylaws, is the election of two directors to hold office until the annual meeting of shareholders in 2025. You have all seen the nominees listed and the information regarding the background in the proxy statement. The motion to elect Bob Leasure and Matt Neff as directors of the corporation to serve until the annual shareholder meeting in 2025 and until their respective successors are elected and qualified is now before the meeting.
The second order of business is the proposal to ratify the appointment of Ernst & Young U.S. LLP as the corporation's independent registered public accountant for fiscal 2022. The motion to ratify the appointment of the auditing firm of Ernst & Young U.S. LLP to be the corporation's registered independent public accountant for fiscal 2022 is now before the meeting. The third order of business is the proposal to approve the amendment of the Amended and Restated 2018 Equity Incentive Plan. The motion to approve the Amended and Restated 2018 Equity Incentive Plan is now before the meeting. The fourth order of business is the advisory vote to approve compensation of named executive officers. The motion to approve the advisory vote to approve compensation of named executive officers is now before the meeting.
The inspector should now collect the ballots, tabulate the votes for the motions. Beth will now announce the results of the voting as set forth in their certificate of the inspector of the meeting.
Thanks, Bob. According to the certificate of the inspector of the meeting, votes have been cast on the matters presented to the meeting as follows: The nominated directors were elected to serve for a term expiring at the annual meeting of shareholders to be held in 2025 and until their successors are elected and qualified. The proposal to ratify Ernst & Young U.S. LLP as the company's independent registered public accountant for fiscal 2022 has passed. The proposal to approve an amendment to our Amended and Restated 2018 Equity Incentive Plan has passed. The proposal to approve the advisory vote to approve compensation of named executive officers has passed.
The corporate secretary will please cause a certificate of the inspector of the meeting reporting the shareholders' votes to be filed with the records of the corporation relating to this meeting. Please note our first quarter results were published February 10th, 2022 . Our second quarter financial results are expected to be available in early May. Copies of our first quarter press release are available from our inspector for today's meeting, Nicole McDaniel. This concludes the formal session. The chair will entertain a motion to adjourn.
Moved.
I second the motion. Motion is carried. Of course, all those in favor signify by saying aye.
Aye.
Those opposed signify by saying no. The motion is now carried. Thank you all for attending. The 2022 Inotiv, Inc. Annual Shareholders Meeting is now adjourned. Beth, were there any questions submitted?
We have a representative on behalf of the People for the Ethical Treatment of Animals, and they would like to know what concrete steps are being taken by Inotiv to ensure that its animal breeding and animal importing and warehousing facilities are brought into compliance with minimal animal welfare standards required by federal law.
Well, we've been in the animal boarding, breeding and importing business for 16 weeks. In those 16 weeks, we've invested several million dollars in some of our facilities in upgrading equipment. We're gonna double the amount of vet support. We're gonna, in terms of veterinarians on staff, we're well on our way. Recruiting is going very well. We also are going to significantly increase the amount of vet techs we have. We will significantly increase their pay. We're working on reducing employee turnover and enhancing the training. I expect so far we have probably spent at least $2 million. We've spent over $1 million in Virginia alone. We have significant plans to invest in Texas and in all of our facilities.
We have currently a significant expansion going on in Pennsylvania. I think animal welfare will be critical to our strategy. The people we're able to recruit that are coming on board are gonna be fantastic. I look forward to seeing some significant improvements there.
Okay. Based on violations that the facility in Virginia has been cited by the U.S. Department of Agriculture, what is Inotiv doing to prevent such violations in the future?
I'm aware of the violations. The violations, we were aware of before we acquired the company. Again, it's part of the strategy where we're gonna double down on the veterinary care, animal welfare issues. I outlined earlier, that's where we've invested significant money. We'll evaluate what our strategy is going to be in Virginia long term. It should be noted that for all of our shareholders, Virginia represents probably less than 2% of our sales and none of our earnings at this point. It will be an investment if we decide to stay in that business. It is critical business as it relates to animal welfare, as it relates to drug discovery development. It is a large player in the canine business.
Without it, I think drug discovery development in the U.S. would be set back. We'd force more things overseas. We'd lose more intellectual property. I think it would be a national defense issue. From a shareholder standpoint and an earnings standpoint, it's not a big impact to us right now. We will make big differences on the animal welfare side of the investment. From a drug discovery point, it is a very important business.
Okay. Those are all the questions.
Okay. Thank you. Any and all questions had to be in writing, and those were it?
Yes.
Okay. Thank you, and thank you for joining today's meeting.
Thank you. You may now disconnect your lines. The meeting has ended.