Thermo Fisher Scientific Inc. (TMO)
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AGM 2015

May 20, 2015

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Good afternoon. I'd like to welcome all of you and call to order the 2015 annual meeting of the stockholders of Thermo Fisher Scientific. I'm Jim Manzi, your Chairman. I'd like to introduce nine of our outside Directors who are with us, Mr. Nelson Chai, Dr. Martin Harris, Dr. Tyler Jacks, Ms. Judy Lewent, Mr. Tom Lynch, William Parrett, Lars Sørensen, and Elaine Ullian. Welcome. We will first conduct the formal portion of the annual meeting. Marc Casper, our Chief Executive, will then update you on the company business, followed by time for general discussion and questions. This format will allow us to complete our formal business and then move on to matters of general interest.

Seth Hoogasian, our General Counsel and Secretary, who will now introduce the company's auditors and Inspector of Election, review the procedures of the annual meeting, report on the quorum for the meeting, and then present the voting proposals and results. Mr. Hoogasian will file the proof of notice of this meeting within the minutes. Seth.

Seth H. Hoogasian
General Counsel and Secretary, Thermo Fisher Scientific

Thanks, Jim. Before we begin, I'd like to introduce the representatives of our auditing firm, PricewaterhouseCoopers LLP, who are attending today's meeting, Michael Papetti, Ken Richardson, and Scott Godsoe. They're available to answer any questions you may have regarding the financial statements of the company. I also would like to introduce our Inspector of Election, Thomas Watt from Broadridge Financial Solutions, who has taken the oath of office. I also will now review the protocol for today's meeting. As Jim mentioned, time has been reserved for questions after Marc's remarks. This meeting is being webcast live and will be archived on our website, thermofisher.com, through June 20th, 2015. To reach a replay of the meeting on our website, click on Investors, on Webcasts and Presentations.

Various remarks that we may make at today's meeting about the company's future expectations, plans, and prospects constitute forward-looking statements for purposes of the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. Actual results may differ materially from those indicated by these forward-looking statements as a result of various important factors, including those discussed in our Form 10-Q for the quarter ended March 28th, 2015, under the caption Risk Factors, which is on file with the Securities and Exchange Commission. While we may elect to update forward-looking statements at some point in the future, we specifically disclaim any obligation to do so, even if our estimates change. Therefore, you should not rely on these forward-looking statements as representing our views as of any date subsequent to today.

During this meeting, we'll be referring to certain financial measures not prepared in accordance with generally accepted accounting principles or GAAP. A reconciliation of the non-GAAP financial measures to the most directly comparable GAAP measures is available under the heading GAAP, non-GAAP reconciliation and financial package in the investor section of our website, thermofisher.com. As indicated in the notice that was mailed to all stockholders, we're here today to consider the following business items. Election of directors for a one-year term expiring at the next annual meeting of stockholders, or until his or her successor has been duly elected and qualified, or until his or her earlier resignation, death, or removal. Two, an advisory vote on executive compensation. Three, the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2015.

We will consider each item in turn in the same order that they appear in the notice of meeting. The polls for each matter will open when the matter is called to a vote and will remain open until we announce that the polls are closed. No ballots or proxies or revocations of, or changes to ballots or proxies will be accepted after the polls are closed. I will announce the results of the voting on each matter following the tabulation of the voting. Voting today is by proxy. However, if anyone has not voted their shares of the company and would like to do so now or has voted their shares but wishes to revoke their proxy or change their vote, please raise your hand and we will provide you with a ballot. All right.

I see nobody interested in ballot voting. I will report now that 89.9% of the shares of the company's outstanding stock on the record date, March 27, 2015, are represented here today in person or through representation by proxy, and that constitutes a quorum for the transaction of business at today's meeting. The first matter to be voted on, Jim, is the election of directors.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

First matter to be voted on, the election of our directors. The 11 nominees for the election are Marc Casper, Nelson Chai, Martin Harris, Tyler Jacks, Judy Lewent, Tom Lynch, Jim Manzi, Bill Parrett, Laura Sorenson, Scott Sperling, and Elaine Ullian. Is there any discussion on this matter before we proceed to a vote? We'll now proceed to the vote. Anyone voting in person should complete the portion of their ballot covering the matter. On the advisory vote on executive compensation, that is our next matter. Is there any discussion on this matter before we proceed to a vote?

Seth H. Hoogasian
General Counsel and Secretary, Thermo Fisher Scientific

No.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

We will now proceed to the vote. Voting in person, you should complete the portion of the ballot covering this matter. Finally, our last item is the ratification of the selection of auditors of PricewaterhouseCoopers LLP as the company's independent auditors for the current fiscal year. Is there a discussion on this matter? Apparently not. We'll now proceed to the vote. Anyone, again, voting in person should complete the portion of their ballot covering this matter. This concludes the business items on the agenda for the annual meeting. I can declare the polls now closed. I'd ask Mr. Hoogasian, please collect the ballots to tabulate the votes. We have the preliminary report of the results of the meeting, which I'll ask Mr. Hoogasian to read.

Seth H. Hoogasian
General Counsel and Secretary, Thermo Fisher Scientific

The preliminary tally of proxies shows that each of the nominees for director received a majority of the votes cast by stockholders entitled to vote at the meeting, that the advisory vote on executive compensation received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter, and that the management proposal to ratify the audit committee's selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2015 received more than the affirmative vote of a majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter. Mr. Chairman, this completes my voting report.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Thank you, Seth. I declare that the nominees for director for the one-year term expiring 2016 of Thermo Fisher Scientific have been elected. The advisory vote proposal on executive compensation has been approved. The proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2015 has also been approved. The final vote results will be published in a current report on Form 8-K as filed by the company with the SEC. This concludes the formal portion of our meeting. I'd like to now introduce Marc Casper, our CEO, who will give you a state of the union, as it were, about your company, Thermo Fisher, and its prospects for the future. Marc?

Marc N. Casper
President and CEO, Thermo Fisher Scientific

Thank you. We had a successful analyst meeting this morning. I will hit some of the highlights as part of our shareholder update at the annual meeting. Our future truly has never been brighter. We have built a very strong industry leader, the world leader in serving science. Ultimately, our 50,000 colleagues around the world work to serve an incredible customer base. We enable those customers to make the world healthier, cleaner, and safer. We serve a large, growing, attractive market, $100 billion in terms of scale, of which we have about $17 billion in revenue. The long-term outlook, 3% to 5% growth for our end markets. We serve in a pretty balanced way, pharma and biotech, academic and government, industrial and applied, and the diagnostics and healthcare arena. 2014 was a very successful year for the company.

We acquired and successfully integrated Life Technologies and have put the business on a faster growth path than it was over the previous few years. Revenue growth for the company, we continued to launch a steady stream of high-impact new products. We continued to capitalize on our strength in the high-growth regions around the world in the emerging markets, and we were gaining share and gained share through our unique customer value proposition. From a margin perspective, we expanded margins substantially, despite the fact that the environment wasn't robust across all aspects. We deployed our capital and strong cash flow to repay debt and put the company in a good position to resume return of capital, which we already started at the beginning of 2015.

2014 was a good year in terms of improving the profitability and the health of our base business. When you look at our financial track record, we have very good historical track record. More importantly, we have a very bright future in terms of our outlook financially. Whether it's revenue growth, expansion of our operating margins, our EPS growth, or returns on invested capital, that track record gives us great confidence into our bright future. How we do that is based on a proven formula that we've been executing for more than a decade. We're focused on our primary financial metric, which is consistently driving strong EPS growth.

We do that through organic growth, taking that growth, expanding our operating margins through our practical process improvement business system, and then effectively deploying capital to create additional shareholder value. Given that we generate about $2.5 billion of cash flow each year, it gives us lots of degrees of freedom to continue to expand our capabilities and drive significant earnings growth. This formula has served us well. It positions us for a very bright future. To give you a little bit of sense of organic growth, because it's one of the key drivers, innovation. We're very good at it. We invest heavily in it, $700 million. We focus on both enhancing our market leadership as well as creating exciting new growth opportunities, particularly in some of the life sciences applications. Our value proposition is quite unique. The customer is at the center of what we do.

We help our customers be more innovative and improve their productivity. In essence, we drive their growth, we drive their profitability. We focused first in 2007 when we launched this value proposition on our biopharma customer set, and steadily over the previous eight years, or over the last eight years, we've been expanding the served market, going into the clinical lab, contract testing labs, the petrochemical market, and now a very intense focus on the small and medium biotech customers. We've delivered good growth because of this value proposition, and it has lots of momentum going into the future. From an emerging market perspective, the third leg of our organic growth drivers, 18% of our revenue today comes from the high-growth regions of the world. We have averaged 30% growth in China over the last five years.

We learned a lot as we built that capability. We are taking those capabilities and lessons learned and applying it to other markets like Brazil, the Middle East, Southeast Asia, South Korea. Just this past month, we opened up new customer demonstration centers both in the Middle East and in Brazil to expand our presence in those important markets that have very good long-term growth prospects. I'll end with our vision for the future. Our focus as we build the company is to continue to move forward as one of the world's most admired companies, advancing our industry leadership, strengthening our premier brands, developing our technologies to really have a huge benefit on the life sciences, healthcare, and the environment.

We'll continue to build our presence in the high-growth regions of the world. Our primary financial metric is to deliver strong and consistent earnings growth. I'd be happy to take any questions if there's any questions here in the audience. Seeing no questions, I'll hand it back over to Jim Manzi, our chairman.

Jim Manzi
Chairman of the Board, Thermo Fisher Scientific

Thank you, Marc. Great presentation. I want to thank all of you for attending today's meeting. If there's nothing further to come before the meeting, I will declare it adjourned. Thank you all.