LivaNova PLC (LIVN) Earnings Call Transcript & Summary

Hello, and welcome to the Annual Meeting of Shareholders of LivaNova PLC. Please note that today's meeting is being recorded. [Operator Instructions] It is now my pleasure to turn today's meeting over to Mr. Bill Kozy, Chair of the Board of LivaNova. Mr. Kozy, the floor is yours.

Hello, and welcome to all attending LivaNova's Annual General Meeting. I'm Bill Kozy, and it is my pleasure to be speaking on behalf of the Board of Directors of LivaNova. This meeting is being conducted virtually to facilitate shareholder participation regardless of location. This meeting is a live audiocast, and you may raise questions by typing your remarks in the designated box on your screen using the Q&A tab. Please submit any questions as soon as possible. We will address pertinent questions at the end of the meeting before the polls close. Please note that a copy of the agenda and the rules of conduct are located on the meeting screen. The company's Secretary has confirmed that the quorum requirements have been met. It is now just after 3:00 p.m. in London, and I'm pleased to declare LivaNova's 2026 Annual General Meeting formally open. I will start by introducing the other members of the Board of Directors. We have Ms. Stacy Enxing Seng, Mr. Francesco Bianchi, Dr. Sharon O'Kane, Ms. Brooke Story, Ms. Susan Podlogar, Mr. Todd Schermerhorn, Mr. Peter Wilver, Mr. Donald Zurbay and Mr. Vladimir Makatsaria, who also serves as Chief Executive Officer. Before we proceed, I would like to take a moment to recognize Dr. Sharon O'Kane, who is not standing for reelection this year. On behalf of the Board, I want to thank Sharon for her years of dedicated service and valuable contributions to LivaNova. We're deeply grateful for her leadership and commitment, and we certainly wish her all the best in the future. It is my pleasure to also introduce the following company officers. We have our Company Secretary, Ms. Sarah Mohr; and our Chief Financial Officer, Mr. Alex Shvartsburg. We are also joined today by representatives of PricewaterhouseCoopers LLP, LivaNova's independent registered public accounting firm in the United States, or PwC U.S. and representatives from our U.K. statutory auditors, PricewaterhouseCoopers LLP or PwC U.K. The representatives will be available for questions during the Q&A portion of the meeting. Computershare, our transfer agent and registrar is acting as scrutineer for the voting today and is being represented by Ms. Jennifer McNaughton. I will turn it over now to Sarah Mohr to discuss the voting procedures.

Thank you, Bill. Notice of this meeting, the company's proxy statement the company's most recent U.S. annual report on Form 10-K and the company's U.K. annual report and accounts, which we refer to as our U.K. annual report for the year ended December 31, 2025, were posted and in some cases, mailed to shareholders of the company on April 29, 2026. Accordingly, requisite notice of the meeting has been given. Based on the scrutineer's preliminary report of the approximately 55 million ordinary shares entitled to vote at the meeting, approximately 51 million ordinary shares, representing 93% of all voting rights of all the shareholders entitled to vote, voted as of the date prior to the meeting. The final results of the vote, including the proxy votes on each of the resolutions will be published on our website and reported on a Form 8-K with the U.S. Securities and Exchange Commission after today's meeting. I now give the floor back to Bill Kozy, who will present the resolutions.

There are 10 resolutions, with resolution #1 comprising separate resolutions for the election of each of the proposed directors. Resolution #5 is a special resolution requiring approval of 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 for each resolution is set out in the notice of the meeting and all are described in detail in the proxy materials. In accordance with the Board of Directors, I propose the following resolutions for approval. Resolution 1 is to elect by separate resolution, each of the 11 directors listed in the proxy statement for term expiring at the AGM to be held in 2027. Resolution 2 is to approve on an advisory basis, LivaNova's compensation of its named executive officers as set out in the proxy statement. Resolution 3 is to ratify the appointment of PwC U.S. as the company's independent registered public accounting firm for 2026. Resolution 4 is to authorize the directors to allot shares and other equity securities up to an aggregate nominal amount of GBP 10,985,296, representing approximately 20% of the company's existing issued share capital. Resolution 5 is to grant the directors the power to disapply preemption rights for the allotment of equity securities or sale of treasury shares for cash up to an aggregate nominal amount of GBP 10,985,296, representing approximately 20% of the company's existing issued share capital. Resolution 6 is to approve the forms of share repurchase contracts and approved counterparties included in the proxy statement and to authorize the company to enter into a share repurchase contract with any of the approved counterparties. Resolution 7 is to approve on an advisory basis, the U.K. directors' remuneration report in the form set out in the company's U.K. annual report for the year ended December 31, 2025. Resolution 8 is to receive and adopt the company's audited U.K. statutory accounts for the year ended December 31, 2025. Resolution 9 is to reappoint PwC U.K. as the company's U.K. statutory auditor for 2026. Resolution 10 is to authorize the directors and/or the Audit and Compliance Committee of the company to determine the remuneration of PwC U.K. For those who have not already voted, please use the Vote tab to vote for, against or abstain on each resolution. You may vote either now or once you've had an opportunity to consider the ensuing Q&A. As a reminder, voting will close at the end of the meeting. I would now like to open the floor to any questions. Please send your questions using the Q&A tab. Sarah, have we received any questions?

No, we have not received any questions. So back to you.

Thank you to all for your participation in our meeting. I will now declare the meeting closed.

This concludes the meeting. You may now disconnect.