MiniMed Group, Inc. Common Stock AGM 2026
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Transcript
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Thank you for standing by, and welcome to the MiniMed Group Inc. annual meeting. I will now turn the call over to Kevin Lofton.
Thank you. Good morning, and welcome to the 2026 annual meeting of stockholders of MiniMed Group Inc. I am Kevin Lofton, Chairman of the Board of MiniMed. It is my pleasure to welcome you here today for this meeting. Before turning to the formal items of business, I would like to introduce the other members of our Board of Directors joining us for today's meeting, including Que Dallara, Linnea Burman, Scott Cundy, Glenn Eisenberg, David Endicott, D. Keith Grossman, Robert Hopkins, Laura Mauri, Matthew Walter, and Timothy Wicks. In addition, I am pleased to welcome John Seachak and Zachary Louagie, representatives from PricewaterhouseCoopers LLP, our independent registered public accounting firm. I would also like to acknowledge members of our management team who are present at today's meeting, including Que Dallara, our Chief Executive Officer, Chad Spooner, our Chief Financial Officer, and Sheila Denton, our General Counsel and Corporate Secretary.
Sheila will act as Secretary of the meeting. Finally, I'd like to welcome Tony Coridio, a representative of Broadridge Financial Solutions, who is with us today and has taken the oath of Inspector of Election. This meeting is now called to order. The meeting's rules of conduct and procedures are available in the virtual meeting portal. In order to conduct an orderly and productive meeting, we ask that everyone abide by these rules. We will conduct the formal part of the meeting first, and once the votes have been taken and the polls are closed, the tabulated votes will be reported concluding the formal part of the meeting. We will answer any appropriate questions on proposals to be voted on by stockholders before the voting is closed.
Appropriate questions not relevant to the specific proposal to be voted on will be answered during the general question period after the conclusion of the formal part of the meeting. John Seachak and Zachary Louagie, the representatives from PwC, will also be available to answer appropriate questions. Please submit your questions in the field provided on your virtual meeting screen. As stated in the rules, we will address no more than one question related to a given item. All questions related to a matter to be voted on during this meeting must be submitted before the matter is presented during the meeting. All other questions must be submitted before the conclusion of the formal part of the meeting. I will now ask Sheila to address the matters for stockholder action and the process for voting for this meeting.
Thank you, Kevin. As indicated in the notice of annual meeting and accompanying proxy statement made available to stockholders on August 21st, 2026, we are here today to consider four proposals. The first is the election of Kevin Lofton, David Endicott, D. Keith Grossman, and Timothy Wicks as Class I directors. The second is the ratification of the appointment of PwC as the company's independent registered public accounting firm for the 2027 fiscal year. The third is the non-binding advisory vote to approve the compensation of our named executive officers. The fourth is the non-binding advisory vote to approve whether the vote to approve our named executive officer compensation should occur every one, two, or three years. As a reminder, stockholders attending this meeting can vote their shares online from now through the closing of the polls by voting on the meeting website.
If you have previously voted by proxy and do not wish to change your vote, no further action is required. This meeting is being held pursuant to the notice of annual meeting that was mailed on or about August 21st, 2026 to all stockholders of record as of the close of business on August 11th, 2026. The Inspector of Election has an affidavit of mailing attesting to the fact that such notice was mailed. Therefore, this meeting is being held pursuant to proper notice. The stockholder list shows that as of the record date, there were 281,349,931 shares of common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Election that they are represented in person or by proxy 278,485,985 shares of common stock, representing a majority in voting power of all of the shares entitled to vote at this meeting.
Accordingly, a quorum exists with respect to all matters presented for stockholder action at this meeting.
Thank you, Sheila. Because we have a quorum, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. Sheila will now review the voting requirements and process for the proposals to be considered at this meeting. Anyone who has not voted and wishes to do so, please do so at this time, as the polls will close after the following presentation of the proposals to be voted for.
Thank you, Kevin. The proposals are as follows. For Proposal One, the approval of each of our Class I directors, Kevin Lofton, David Endicott, D. Keith Grossman, and Timothy Wicks, requires a plurality of the votes cast for the election of each director nominee. The approval of Proposal Two, a proposal to ratify the appointment of PwC as the company's independent registered public accounting firm for the 2027 fiscal year, requires a majority of the voting power present in person or represented by proxy at this meeting and entitled to vote. The approval of Proposal Three, a proposal to approve in a non-binding advisory vote the compensation of our named executive officers, requires a majority of the voting power present in person or represented by proxy at this meeting and entitled to vote.
Finally, the approval of Proposal Four, a non-binding advisory vote to approve the frequency of our future say-on-pay votes, requires a majority of the voting power present in person or represented by proxy at this meeting and entitled to vote.
This concludes our presentation of the four proposals before us at the meeting. Let me now turn to Sheila. Sheila, do we have any questions related to the proposals to be voted on at the meeting?
Kevin, there are no questions related to the proposals to be voted on at the meeting.
Thank you, Sheila. With that, I hereby declare the polls closed. Sheila, please review the report of the Inspector of Election and provide the voting results.
Kevin, based on the preliminary report of the Inspector of Election, each of the proposals, the election of our Class I director nominees, the ratification of our independent auditors, the approval of our named executive officer compensation, and the approval of one year for the frequency of future say-on-pay votes, which were each presented to the stockholders at this meeting, has passed. We will report the final vote results in a Form 8-K to be filed with the SEC within 4 business days of this meeting, and I have requested a final report of the Inspector of Election.
That concludes the formal business of the meeting. I want to thank you for attending today's meeting. Since there is no further business to come before the meeting, I hereby declare the 2026 annual meeting of stockholders adjourned. As noted earlier, we have provided stockholders with the ability to submit questions during the meeting via the web portal, with a limit of one question related to a given item. Let me now turn to Sheila. Sheila, do we have any questions?
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