Premier, Inc. (PINC) Earnings Call Transcript

Welcome to the 2020 Annual Meeting for Premier, Inc. Our host for today's call is Terry Shaw, Chair of the Premier, Inc. Board of Directors. [Operator Instructions] I will now turn the call over to your host, Mr. Shaw. You may begin, sir.

Thank you. Good morning, ladies and gentlemen. This is Terry Shaw, and I'm the Chair of the Premier, Inc. Board of Directors. Although I wish the circumstances were different and we could meet in person, I want to welcome you to the Premier, Inc. 2020 Virtual Annual Meeting of Stockholders. I will be serving as Chairman of the meeting, and I'll now call the meeting to order. We will conduct the business of our annual meeting first and upon adjournment, we will immediately address questions submitted by stockholders through the annual meeting web portal. We will address general questions regarding our company at the end of the meeting as this will allow us to complete our formal business expeditiously and to move on to other matters of general interest. Rules of conduct for the annual meeting are provided in the annual meeting web portal to ensure an orderly meeting. Please take a moment to review these rules if you have not done so already. During the conduct of the formal business, questions submitted to the annual meeting web portal should pertain to the specific proposal then under consideration. I would ask anyone wishing to submit a question to please follow the instructions listed in the rules of conduct and procedures provided to you by logging in as a stockholder and entering the 16-digit control number you have received with your proxy materials. If you submit a question, please state your name and address and indicate your status as a stockholder and the number of shares that you own as of the record date. [Operator Instructions] With us today are Premier's lead independent director and Compensation Committee Chair, Bill Mayer; Premier's Chief Executive Officer, Susan DeVore; President, Michael Alkire; Chief Administrative and Financial Officer, Craig McKasson; General Counsel, David Klatsky; Corporate Secretary, Belinda McCord, who will serve as Secretary of this meeting; and Vice President of Investor Relations, Angie McCabe. Also in attendance this morning are members of the senior management team and the remainder of our Board. We are also joined today by a representative of Ernst & Young, our independent auditors. The first order of business for our annual meeting is to establish that the meeting has been duly called and that a quorum is present for the annual meeting. Stockholders who have been -- who have sent in proxies or voting instructions need not take any further action with respect to any of the matters to be voted on today. If you wish to vote at the proxy -- at the meeting today, please follow the instructions in the proxy statement and listed in the rules of conduct and procedures provided to you. I now declare the polls open for the 2020 annual meeting. Your ability to vote will remain open until we complete the discussion of the last proposal set forth in the notice of the 2020 annual meeting. The Board fixed October 7, 2020, as the record date for determining stockholders entitled to vote at this meeting. An affidavit of distribution was provided by Broadridge Financial Solutions, Inc., attesting to the fact that the notice of the 2020 annual meeting was mailed to all stockholders of record beginning October 21, 2020. The list of stockholders entitled to vote at this meeting has been open to the examination of stockholders at the corporation's executive offices for more than 10 days prior to this meeting as required by Delaware law. The list is also available on the annual meeting web portal for inspection by any stockholder in attendance. I now ask the Secretary to provide a report regarding the shares represented at this meeting.

Mr. Chairman, we have present at the meeting or represented by proxy holders of Class A common stock that represent more than a majority of the votes entitled to be cast at this meeting. All proxies for the meeting are in due and proper form.

Thank you, Belinda. On the basis of the report of the Secretary and the previously mentioned affidavit of distribution, we find that the proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. Belinda, were there any stockholder nominations or proposals for business for this meeting properly filed with you as secretary?

No, Mr. Chairman.

All right. Since no stockholder nominations or proposals were properly filed with the corporation's secretary in advance of this meeting, as provided in the bylaws and since the Board of Directors has not brought any additional business to this meeting, let's begin with the next order of business, which is approval of the minutes from the December 6, 2019 Annual Meeting provided to you this morning. I will now entertain a motion to approve the minutes.

I so move.

I second the motion.

Thank you. All right. The minutes are now approved. We will now move to proposal 1 on the agenda, the nomination to elect John Bigalke, Helen Boudreau, Stephen D’Arcy and Mark Miller as Class I directors to hold office for terms ending at the 2023 annual meeting or until their successors have been elected and qualified. We provided you with information regarding our Class I director nominees in the proxy statement. I will now entertain a motion regarding this proposal.

I so move.

I have a motion to nominate the directors identified in the proposal 1 of the proxy statement. Is there a second?

I second the motion.

All right. Angie, if any questions specifically relating to the election of the directors or these Class I director nominees have been submitted on the annual meeting web portal, please direct them to me, and I will address them or ask that the appropriate person will respond. All right.

Mister...

I'm sorry, go ahead, Angie.

I was going to say, Mr. Chairman, there are no questions submitted with respect to item 1 on the agenda.

Perfect. I declare the nominations closed. Let's see. The corporation's bylaws -- let's see -- no, sorry -- Angie, there are nobody and there's no additional questions. All right. So if there are no further discussions, the meeting will now proceed to proposal 2 on the agenda concerning ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for fiscal year 2021. We provided you with information regarding Ernst & Young and the services they provide in the proxy statement. I will now entertain a motion regarding this proposal.

I so move.