Premier, Inc. (PINC) Earnings Call Transcript
December 3, 2021
Earnings Call Speaker Segments
Welcome to the 2021 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.
Good morning, ladies and gentlemen. This is Terry Shaw. I'm the Chair of the Premier, Incorporated, Board of Directors. Although I wish circumstances were different, and we can meet in person, I want to welcome you to the Premier Incorporated 2001 Virtual Annual Meeting of Stockholders. I will be serving as Chairman of this meeting. I will 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 to the annual meeting web portal. We will address general questions regarding our company at the end of this meeting, as this will allow us to complete our formal business expeditiously and move on to other matters of general interest. Rules of conduct for the annual meeting are provided on 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 on the annual meeting web portal should pertain to the specific proposal then under consideration. I 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 received with your proxy materials. If you submit a question, please state your name and address and indicate the status -- your status as a stockholder in the number of shares you own as of the record date. Out of consideration for others, please limit yourself to one question. With us on the call today is Premier's President and Chief Executive Officer, Mike Alkire; Chief Administrative and Financial Officer, Craig McKasson; General Counsel, David Klatsky; Assistant Corporate Secretary, Andrew Gerber, 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 sent in proxies 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 meeting today, please follow the instructions on the proxy statement listed in the rules of conduct and procedures provided to you. I now declare the polls open for the 2021 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 2001 annual meeting. The board fixed October 6, 2021, 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 2021 annual meeting was mailed to all stockholders of record beginning on October 20, 2021. 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, Andrew. On the basis of the report of the secretary and the previously mentioned affidavit of distribution, the chairman finds that the proper notice has been given and that a quorum is present. Accordingly, this meeting has been properly convened. Andrew, are there any stockholder nominations or proposals for business for this meeting properly filed with U.S. Secretary?
No, Mr. Chairman.
Okay. Since no stockholder nominations or proposals were properly filed with the Corporation 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 move to Item 1 on the agenda, the election -- the nomination to elect Terry Shaw, Richard Statuto and Ellen Wolf as Class II directors to hold office for terms ending at the 2024 annual meeting or until their successors have been elected and qualified. We provided you with information regarding our Class II director nominees in the proxy statement. I will now entertain a motion regarding Item 1.
I so move.
I have a nomination -- a motion to nominate the directors identified in Item 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 officers or these Class II Director nominees have been submitted on the annual meeting web portal, please direct them to me, and I will address them or ask the appropriate person to respond.
Mr. Chairman, there are no questions submitted with respect to Item 1 on the agenda.
Thank you. Angie, have any nominations been submitted on the annual meeting web portal.
Mr. Chairman, there are no stockholder nominations.
Okay. I declare the nominations closed. If there is no further discussion, the meeting will now proceed to Item 2 on the agenda, concerning the ratification of the appointment of Ernst & Young as the corporation's independent registered public accounting firm for fiscal year 2022. 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.
I have a motion to present a proposal to ratify the appointment of Ernst & Young as the corporation's independent registered public accounting firm for fiscal year '22. Is there a second?
I second the motion.
All right. Angie, if any questions, specifically relating to the independent registered public accounting firm have been submitted on the annual meeting web portal, please direct them to me, and I will address them, or I'll ask the appropriate person to respond.
Mr. Chairman, there are no questions submitted with respect to Item 2 on the agenda.
Okay. If there are no further discussion, the meeting will now proceed to Item 3 on the agenda concerning the approval on an advisory basis of the compensation for our named executive officers as discussed in the proxy statement. We provided you with information regarding Item 3 in the proxy statement. I will now entertain a motion regarding Item #3.
I so move.
All right. I have a motion to present an advisory proposal regarding the compensation of our named officers as disclosed in the proxy statement. Is there a second?
I second the motion.
Okay. Angie, if any questions concerning Item 3, pertaining to the compensation of the named executive officers as disclosed in the proxy statement have been submitted on the annual meeting web portal. Please direct them to me, and I will address them or ask the appropriate person to respond.
Mr. Chairman, there are no questions submitted with respect to Item 3 on the agenda.
All right, Angie. Thank you. If there's no further discussion, the meeting will now proceed to Item 4 on the agenda, considering the vote on an advisory basis as to whether the above, say on pay advisory vote discussed under Item 3 of the agenda, should occur every 1, 2 or 3 years. We provided you with information regarding Item 4 in the proxy statement. I will now entertain a motion regarding Item 4.
I so move.
Okay, we have a motion to present an advisory proposal regarding whether the say on pay advisory vote discussed under Item 3 of the agenda should occur every 1, 2 or 3 years. Is there a second?
I second the motion.
All right. Angie, if any questions concerning Item 4 pertaining to the vote on advisory basis as to whether the above say on pay advisory vote discussed under Item 3 of the agenda should occur every 1, 2 or 3 years have been submitted on the annual meeting web portal, please direct them to me, and I will address them or ask the appropriate person to respond.
Mr. Chairman, there are no questions submitted with respect to Item 4 on the agenda.
Thank you. This concludes the specific proposals that were set forth in the notice of the 2021 annual meeting and the agenda for this meeting. If there are no other matters set by the board or officers for your consideration at this meeting. Since no other matters have been properly raised by the stockholders, we will move on to closing out the meeting. If you voted virtually today or wish to do so now, please do so by clicking on the voting button on the web portal and following the instructions. While we allow time for stockholders who haven't already done so to complete their voting, I'd like to remind you that some of the statements made at the meeting and the Q&A session may be considered forward-looking. The corporation cautions investors that results of future operations may differ from those anticipated. We urge you to review the cautionary statements, risk factors and other information contained in our SEC filings, including our annual report for fiscal 2021, which identified certain factors that could cause actual results to differ materially from those projected in any forward-looking statements made today. Copies of the annual report and other filings are available online at our website or on the SEC's website. With that, I now declare the polls closed for the 2021 annual meeting. The next item of business is the preliminary report of the inspector of elections. Any ballots cast before the polls close may not -- but not reflected in the preliminary report will be reflected in the final report of the inspector. I now call upon Victor LaTessa, inspector of elections, from Broadridge Financial Solutions to present his report.
Mr. Chairman, Broadridge Financial Solutions, Inc. has determined that each of the 3 Class II directors nominated by the board received in excess of 91% of the votes cast for election of directors. It has been determined that in excess of the majority of the shares present in person or represented by proxy and entitled to vote were cast in favor of ratifying the selection of the corporation's independent auditors for fiscal year 2022. Therefore, the selection of Ernst & Young LLP is ratified. It has been determined that less than a majority of the shares present in person or represented by proxy and entitled to vote were cast in favor of approving the compensation of the named executive officers as outlined in the proxy statement on an advisory basis. It has been determined that 1 year is the option that received the highest number of votes as the frequency that the advisory say on pay vote discussed under Item 3 of the agenda should occur.
Thank you, Mr. LaTessa. Based upon the preliminary report of the inspector of elections, I declare that directors Terry Shaw, Richard Statuto and Ellen Wolf are elected as Class II directors. The appointment of Ernst & Young LLP as the corporation's independent registered public accounting firm for 2022 is ratified; the compensation of the named executive officers, as outlined in the proxy statement has not been approved on an advisory basis and the frequency that advisory stay on pay vote discussed under Item 3 of the agenda should occur as one year. There being no further business to come before the meeting. This concludes the formal part of our meeting. I move that the meeting be adjourned.
I second the motion.
On those -- all those in favor, say, aye.
Aye.
Aye.
Opposed? All right. The annual meeting is now adjourned. We will now address questions for management or the board that were submitted by stockholders on the annual meeting web portal. Angie, if any questions of general interest have been submitted on the annual meeting web portal, please direct them to me, and I will address them or ask the appropriate person to respond.
Mr. Chairman, there are no questions of general interest submitted.
Thank you, Angie. That concludes today's meeting. On behalf of the directors, management and employees at Premier, thank you for your continued support of and ownership in our company.
This now concludes today's conference. Thank you for joining, and have a pleasant day.
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