Thermo Fisher Scientific Inc. (NYSE:TMO)
2013 Annual Shareholder Meeting
May 22, 2013 1:00 pm ET
Jim P. Manzi - Non Executive Chairman
Seth H. Hoogasian - Senior Vice President, General Counsel and Secretary
Marc N. Casper - Chief Executive Officer, President, Director, Member of Strategy & Finance Committee and Member of Science & Technology Committee
Jim P. Manzi
Good afternoon. Good afternoon. I'd like to invite you to take your seats. I'd like to welcome all of you and call to order the 2013 annual meeting of the stockholders of Thermo Fisher Scientific. My name is Jim Manzi. I'm your Chairman. I'd like to introduce 8 of our outside directors who are here today and ask them to just acknowledge who they are. Mr. Nelson Chai, Dr. Martin Harris, Ms. Judy Lewent, Mr. Tom Lynch, Mr. Bill Parrett, Mr. Lars Sørensen,
Mr. Scott Sperling and Ms. Elaine Ullian. They're all present today.
We'll first conduct the formal portion of our Annual Meeting of Stockholders, and then Marc Casper, our Chief Executive Officer, will then update you on the company's business followed by a little bit of time for questions and answers if there are any. And this format will allow us to complete the official part of the business, the formal part, and move on to matters of general interest.
Seth Hoogasian, our General Counsel and Secretary, will now introduce the company's auditors and the inspector of the election, review the procedures for the annual meeting, report on the quorum of the meeting and then present the voting results -- voting proposals and results. Mr. Hoogasian will then file proof of notice of this meeting with the minutes. Seth?
Seth H. Hoogasian
Thank you, Jim. Before we begin, I'd like to introduce the representative of our auditing firm, PricewaterhouseCoopers LLP, who are attending today's meeting. Bob Spear and Ken Richardson are present here. They're available to answer any questions you may have regarding the financial statements of the company.
I'd also like to introduce our company inspector of election, Thomas Watt from Broadridge Financial Solutions, who has taken the oath of office. And then I want to review the meeting protocol for today's meeting.
As Jim mentioned, time has been reserved for questions after Marc -- after Marc's remarks. If you wish to ask a question, raise your hand and we'll get you a microphone and please state your name and your status as a stockholder and your affiliation.
The meeting is being webcast live and will be archived on our website, thermofisher.com, through June 14, 2013. To reach a replay of the meeting on our website, click on Investors then on Webcasts and Presentations.
Could somebody help advance the slides? They're not advancing.
Can you advance manually? That's not the correct...
There we go.
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 30, 2013 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, and, 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 will 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 Information in the Investors section of our website, thermofisher.com.
As indicated in the Notice of Meeting that was mailed to all stockholders, we're here today to consider the following business items. One is the election of directors for a 1-year term expiring at the next annual meeting or until his or her successor has been elected and qualified or until his or her earlier removal, resignation or death. We also have an advisory vote on executive compensation, adoption of our 2013 Stock Incentive Plan, adoption of our 2013 Annual Incentive Award Plan and ratification of the selection of PricewaterhouseCoopers as the company's independent auditors for 2013. We'll 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 announced the results of the voting on each matter following the tabulation of the voting.
Voting at today's annual meeting 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'll provide you with a ballot.
All right, I don't see any hands, so we'll proceed to the next statement.
89% of the shares of the company outstanding on the record date, April 1, 2013, are represented here today in person or through representation by proxy, and that does constitute a quorum for the transaction of business at today's meeting.
Jim, do you want to run through the next items?
Jim P. Manzi
The first matter to be voted is the election of directors. The 8 nominees for election are C. Martin Harris, Judy C. Lewent, myself, Lars Sørensen,
Elaine Ullian, Marc Casper, Nelson Chai and Tyler Jacks. Is there any discussion before we proceed to the vote?
We'll now proceed to the vote. Anyone voting in person should complete the portion of their ballot covering this matter.
The next matter to be voted on is the advisory vote on executive compensation. Again, is there any discussion before we proceed to the vote?
Proceeding to the vote.
Anyone voting in person again should complete this portion of their ballot covering this matter.
The next matter will be voted on is the approval of our 2013 Stock Incentive Plan. I don't see discussion. We'll proceed to the vote.
The next matter to be voted is the approval of our 2013 Annual Incentive Award Plan. Again, opportunity for discussion.
We'll proceed to the vote.
And the final matter to be voted is the ratification and selection -- of the selection of PricewaterhouseCoopers LLP as the company's independent auditors for the current fiscal year. Is there a discussion of this matter?
Then we'll proceed to the vote on this.
This concludes the business items on the agenda for the annual meeting. The polls I will declare now close, and I'll ask Mr. Hoogasian to collect the ballots and tabulate the votes.
We now have the preliminary report of the results of the meeting, which I will ask Mr. Hoogasian to read.
Seth H. Hoogasian
The preliminary tally of proxies shows that each of the nominees for director received the 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 the majority of the shares present or represented and entitled to vote at the meeting and voting affirmatively or negatively on the matter; that the management proposal to approve the company's 2013 Stock Incentive Plan 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 otherwise satisfy the New York Stock Exchange requirements; that the management proposal to approve the company's 2013 Annual Incentive Award Plan 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 lastly, that the management proposal to ratify the Audit Committee's selection of PricewaterhouseCoopers LLP as the company's auditors for 2013 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 P. Manzi
Thanks, Seth. I declare that the nominees for director for the 1-year term expiring in 2014 of Thermo Fisher Scientific have been elected, the advisory vote proposal on executive compensation has been approved, that the proposal to approve the company's 2013 Stock Incentive Plan has also been approved, that the proposal to approve the company's 2013 Annual Incentive Plan has been approved and that the proposal to ratify the selection of PricewaterhouseCoopers LLP as the company's independent auditors for 2013 has also been approved. The final results will be published in the current report on Form 8-K as filed by the company with the SEC.
This concludes the formal portion of our meeting. I'd now like to ask Marc Casper, our CEO, to come up and give us a state of the union, as it were, about your company, Thermo Fisher, and its prospects for the future. Thanks. Marc?
Marc N. Casper
Thank you, Jim. It's a pleasure to be here today in New York and to give you a brief update on the company and certainly take any questions that you might have. So Thermo Fisher Scientific, we're the world dealer in serving science. We are currently 39,000 colleagues, operating in 40 countries around the world, about $13 billion in revenue, best known for our leadership in terms of scale and our unique depth of capabilities. We have 3 leading brands, Thermo Scientific, Fisher Scientific and Unity Lab Services.
Our vision for 2020 is something that we talked about last year, and we use it as a measure of the progress we're making against our long-term goals. Our goal is to continue to build out our leadership position to make sure that our technologies make a significant difference for our customers, that we continue to build our presence in the high-growth regions of the world, in Asia Pacific and emerging markets and ultimately become one of the world's most admired companies and deliver strong financial performance for our shareholders.
When we had our annual meeting to kick off with our executives in the first week of January, we went through our performance over the last few years, and, clearly, we're making steady progress in achieving our long-term objectives. And that really is because of the commitment of the 39,000 colleagues of Thermo Fisher Scientific to ensure we build out our industry leadership.
As a company, we play a profound role in society. We enable our customers to make the world healthier, cleaner or -- and safer. We do that through working to help our pharmaceutical customers discover new drugs or whether it's the environmental customers to ensure that the air that we breathe is clean or with regulators to ensure that the food that we eat is safe.
As a company, we have 3 operating segments. They're all related. And it highlights our unique scale and depth of capabilities. Our largest segment, Lab Products and Services, is focused on creating better innovation and more productivity for our customers through our leading channel, our strength in lab consumables and lab equipment and our fast-growing biopharma services business. 30% of our revenue is Analytical Technologies. It is our instruments and biosciences portfolio focused on the research applications as well as routine applications in applied markets such as food safety. And then finally, 1/4 of our revenue is in Specialty Diagnostics, where we're very much focused on improving patient care by bringing out novel, new clinical diagnostic products.
We have a good financial track record across all of the key metrics, good revenue growth, translating that 6% revenue growth into 14% adjusted EPS growth over the last 5 years on an average basis and then continuing to improve our return on invested capital. So when you look at the key financial metrics that we measure our success by, a very steady track record of building shareholder value.
I want to highlight 3 aspects of our growth platforms or our growth strategies, the first of which is on innovation. We spent about $400 million this year on innovation. And what we're really focused on is making sure that our leading technology platforms continue to evolve and make a difference for our customers. Mass spectrometry, one of our biggest businesses, we have redefined that category of technologies through our Orbitrap platform. And next month in June, we'll be launching the next-generation Orbitrap at the American Society of Mass Spectrometry.
Because we have a very incredible suite of technologies within the company, one of the things that we're focused on in the middle part of the slide is about creating new markets. And that's taking what historically has been lab-based tools and applying them outside the laboratory to bring high-value information right to the point of need. Examples would be TruNarc, police departments determining whether something is a narcotic; or our newest product microPHAZIR, which is used in agricultural settings, primarily in measuring the quality of feed and the safety of feed for cattle. We think that's a good growth opportunity going forward.
And then finally, the convergence of life science tools and diagnostics, where we're taking tools that historically have been used for research purposes and moving them into the clinic. And we think they are a very significant growth opportunity going forward.
The second aspect of our growth is around the very unique value proposition we have for our customers. The fact that we have the scale and depth of capabilities allows us to grow aggressively. We've had great success with our biopharmaceutical customers, having grown to a $3 billion presence just with that customer set alone. And we really are known as a problem solver for those customers as opposed to just a supplier. And we are taking that experience that we've built over the last 7 years and applying it to a number of another -- a number of other industries, such as medical devices, contract testing labs and academic institutions, to take those learnings and help our customers navigate the economic environment that we are living in.
The final aspect of our growth strategy is on emerging markets. Today, 21% of our revenue comes from high-growth regions around the world, and our objective is to have by 25 -- 25% revenue from those regions by the next 5 years. And we are focused on building momentum in China, continuing to accelerate our presence in South Korea and Russia, as examples, and then going to next tiered markets like Turkey, where we see significant opportunities for long-term growth.
Capital deployment is focused on creating shareholder value. Historically, from 2010 through 2012, about 1/3 of our capital deployment has been return of capital to our shareholders through share buybacks and dividends, and about 2/3 of our capital deployment has been around strategic acquisitions, a number of which are listed on the chart as well. Our acquisition strategy is around enhancing the company's strategic position, improving our value proposition from a customer perspective and, clearly, creating shareholder value through M&A as measured by return on invested capital.
We announced a month ago our -- an acquisition of Life Technologies. It is a significant acquisition to build out our industry leadership. It will bring on almost $4 billion of revenue when we close the transaction in early 2014. Life Technologies is a leader in genetic analysis, very complementary to our strength in proteomics, and they bring a number of outstanding brands to the Thermo Fisher family.
Let me conclude my remarks, before we go to Q&A, with back to the vision. We have great ambitions for 2020. And when you really step back and think about it, we're very focused on our customers. And as we do that well, we know that will create shareholder value.
So with that, I would be happy to take any questions that you would have.
Is this working?
Marc N. Casper
Yes, it is. Perfect.
I have 2 questions. One is, given your scope around the world, what is the attraction of Lithuania?
Marc N. Casper
Yes. So about 3 years ago, we bought a leading business in Lithuania, an enzyme and bioscience reagents producer. And what we have found in our experience and certainly the opportunity that we work with the Prime Minister and the government, the heads of the universities there, we're the local company. We're really, also an IBM, are the 2 main employers in the country from the business community. We got the best students. They're really, really excited to come there. And because as part of the EU, we have all the intellectual property protections that the EU gives us. So it's a really -- it's really quite a good place to be. And we're investing. We just built out a very large facility. We have a huge number of Ph.D. scientists there and think we can serve the European market effectively.
The other question I have is, do you have a specific dividend policy? And if so, what is it?
Marc N. Casper
Yes. So we initiated a dividend in 2012. It was the first dividend in the company's history. We increased the dividend at the end of 2012. And what our plan is, is still young for us. Our plan is to grow that dividend as our earnings grow. And then over time, after we've done that through 3 years, we'll probably have more of a policy. But I think you should think about it as, as our earnings grow, we'll likely -- our board will likely visit the situation of the dividend and look at increasing it over time. Thank you.
With that, I'll turn it back over to Jim.
Jim P. Manzi
Thank you, Marc. I have the privilege of thanking you again for coming, closing the meeting and saying we look forward to seeing you and maybe a couple of your friends here next year. Thanks.
Marc N. Casper
Copyright policy: All transcripts on this site are the copyright of Seeking Alpha. However, we view them as an important resource for bloggers and journalists, and are excited to contribute to the democratization of financial information on the Internet. (Until now investors have had to pay thousands of dollars in subscription fees for transcripts.) So our reproduction policy is as follows: You may quote up to 400 words of any transcript on the condition that you attribute the transcript to Seeking Alpha and either link to the original transcript or to www.SeekingAlpha.com. All other use is prohibited.
THE INFORMATION CONTAINED HERE IS A TEXTUAL REPRESENTATION OF THE APPLICABLE COMPANY'S CONFERENCE CALL, CONFERENCE PRESENTATION OR OTHER AUDIO PRESENTATION, AND WHILE EFFORTS ARE MADE TO PROVIDE AN ACCURATE TRANSCRIPTION, THERE MAY BE MATERIAL ERRORS, OMISSIONS, OR INACCURACIES IN THE REPORTING OF THE SUBSTANCE OF THE AUDIO PRESENTATIONS. IN NO WAY DOES SEEKING ALPHA ASSUME ANY RESPONSIBILITY FOR ANY INVESTMENT OR OTHER DECISIONS MADE BASED UPON THE INFORMATION PROVIDED ON THIS WEB SITE OR IN ANY TRANSCRIPT. USERS ARE ADVISED TO REVIEW THE APPLICABLE COMPANY'S AUDIO PRESENTATION ITSELF AND THE APPLICABLE COMPANY'S SEC FILINGS BEFORE MAKING ANY INVESTMENT OR OTHER DECISIONS.
If you have any additional questions about our online transcripts, please contact us at: email@example.com. Thank you!