Lifepoint Hospitals' CEO Hosts Annual Shareholder Meeting (Transcript)

Jun. 4.13 | About: LifePoint Hospitals, (LPNT)

LifePoint Hospitals, Inc. (NASDAQ:LPNT)

Annual Shareholder Meeting

June 04, 2013 4:00 pm ET

Executives

William F. Carpenter - Chairman, Chief Executive Officer and Chairman of Quality Committee

Christy S. Green - Vice President, Associate General Counsel and Corporate Secretary

William F. Carpenter

Good afternoon, everyone. I note that the time is upon us for the beginning of our Annual Stockholders' Meeting, and so if we'll all come into the room and get ready.

I am Bill Carpenter, Chairman and Chief Executive Officer of LifePoint Hospitals. And on behalf of the company, I want to welcome you to the annual meeting. We are pleased to have each of you in attendance. We're also pleased to have those of you who are listening to this meeting via webcast.

Now in accordance with our bylaws, I will serve as the Chairman of this meeting, and Christy Green, our Vice President and Corporate Secretary, will serve as secretary for the meeting.

It is our intention to conduct this meeting in accordance with the agenda and rules of conduct that were available when you entered the meeting room. Our first action in the general order of business today will be to accept the motions to be considered. We will then conduct the voting on all proposals and receive a report about the voting results. After that, we will adjourn the meeting. Following adjournment, I'll be glad to answer any questions you may have about LifePoint Hospitals.

Before we begin the business portion of this meeting, there are several individuals I would like to recognize. First, I'd like to introduce our other board members who are in attendance today. Gregory T. Bier. Thank you, Greg. Richard H. Evans. Dick, thank you. DeWitt Ezell, Jr., DeWitt. Michael P. Haley. Mike, thank you. Marguerite W. Kondracke. Marguerite, thank you. John E. Maupin, Jr. Dr. Maupin, thank you. And Owen G. Shell, Jr., our Independent Lead Director of the Board. Bob, thank you very much. I'd also like to introduce the following representatives from Ernst & Young LLP, which serves as our independent registered public accounting firm. Tony Belawski, [ph] is here, as well as Jamie Tipps. Thank you for being here. The Ernst & Young representatives will be available today to respond to any questions you may have later in the meeting.

Serving as inspector of elections for today's meeting is Peter Scheibelein [ph] from Broadridge Financial Services. Mr. Scheibelein [ph] is responsible for verification and tabulation of all proxies and ballots and has executed an oath of inspector, which will be filed with the records of this meeting. This meeting is now formally called to order. Let me ask Christy Green whether proper notice was given for this meeting.

Christy S. Green

The meeting is held pursuant to a printed notice of meeting first mailed on or about April 24, 2013 to each stockholder of record as of April 12, 2013. I have in my possession a list of stockholders entitled to vote at this meeting and an affidavit of service of notice of the meeting certifying that the notice of meeting, proxy statement and annual report were properly mailed to those stockholders. The stockholder list and notice of meeting are available for inspection.

William F. Carpenter

Thank you. I would ask that these documents be filed with the records of the company after the meeting.

This brings us to the first item on the agenda, which is the determination of a quorum. The bylaws of LifePoint Hospitals provide that a quorum shall constitute the presence in person or by proxy of the majority of the shares entitled to vote at the meeting. May I now have a report on whether a quorum is present?

Christy S. Green

Based on the report from the inspector of elections, there are present at the meeting, in person or by proxy, at least 43,745,888 shares of stock that are entitled to vote. This is a majority of the approximately 47,389,710 shares of stock outstanding on the record date. This constitutes a quorum.

William F. Carpenter

Thank you. Since a quorum is present, this meeting will therefore proceed. As Chairman, I will now entertain a motion that the reading of the minutes of the annual meeting of stockholders held on June 5, 2012 be waived and that the minutes be approved.

Unknown Shareholder

Mr. Chairman, I move that the reading of the minutes of the annual meeting of stockholders held on June 5, 2012 be waived and that the minutes be approved.

Unknown Shareholder

Mr. Chairman, I second the motion.

William F. Carpenter

All in favor, please say aye.

[Voting]

William F. Carpenter

Any opposed?

[Voting]

William F. Carpenter

The Chairman declares that the motion is approved and directs the minutes to be entered into the company's official records.

We'll now proceed with the proposals to be considered at this meeting. It is now approximately 3:06 p.m. Central Time, and the polls continue to be open. Any stockholders attending this meeting who have not already filed a proxy or who wish to change their votes may do so by completing a ballot at this meeting. If you were a stockholder of record on April 12, 2013 and have not voted by proxy or desire to change your vote, please hold up your hand to receive a ballot. If you've already submitted your proxy, please do not submit a ballot unless you wish to revoke your proxy. Once you have completed your ballot, please raise your hand so that it may be collected.

In the interest of conducting an orderly meeting, I will describe each of the proposals to be presented at the meeting and also call for a motion on each proposal. Discussion will take place after all proposals have been presented.

The first item on our agenda is to consider 2 nominees as Class 2 directors of the company to serve until the annual meeting of stockholders in 2016 or until their successors have been elected and qualified. I'd like to ask Christy Green to read the nominees for election as placed before the meeting in accordance with the company's bylaws.

Christy S. Green

Mr. Chairman, the following individuals are nominated as Class 2 directors to serve until the annual meeting of stockholders in 2016 or until successors have been elected and qualified: Gregory T. Bier, DeWitt Ezell, Jr.

William F. Carpenter

The next item on the agenda is the ratification of the selection of Ernst & Young LLP to serve as the independent registered public accounting firm for the company and its subsidiaries for the year ending December 31, 2013.

The third item on the agenda is the advisory vote to approve the compensation of the company's named executive officers.

The fourth and final item on the agenda is the approval of the company's 2013 long-term incentive plan.

We'll now proceed with any discussion of the proposals. May I remind you that only stockholders or those holding validly issued proxies from a stockholder are entitled to participate in any discussion. I ask that each stockholder limit him or herself to one question or comment. Questions or comments must relate to specific proposals being considered. General questions or comments concerning the company may be made at a point later in the meeting.

Has everyone who wishes to vote at today's meeting had a chance to do so? It appears that all discussion and voting has been concluded, therefore, I now declare the polls closed at approximately 3:09 p.m. Central Time. Let me know ask Christy Green for a report on the vote from the inspector of election.

Christy S. Green

Mr. Chairman, based on the certificate and report of the inspector of election which has been provided to me, the ballots have been counted and the results are as follows. On the motion for election of the 2 nominees to serve as Class 2 directors until the 2015 annual meeting of stockholders, Gregory T. Bier and DeWitt Ezell, Jr. were elected by majority of the holders of common stock entitled to vote at this meeting. On the motion to ratify the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the year ending December 31, 2013 and to approve the company's 2013 long-term incentive plan, the motions received an affirmative vote from majority of the shares present in person or by proxy entitled to vote at this meeting. On the motion to approve, on an advisory basis, the compensation of the company's named executive officers, the motion failed to receive an affirmative vote from the majority of the shares present in person or by proxy entitled to vote at this meeting.

William F. Carpenter

Thank you, Christy. I hereby direct the results of the voting to be incorporated into the minutes of this meeting. As there are no other official items of business on the agenda for today, I declare the business portion of this meeting concluded. We are now adjourned.

I want to thank you all for your attendance at today's meeting. I also want to say that leading up to this meeting, we had the opportunity to speak with many of our stockholders. We always welcome the input and appreciate that our stockholders support our management team's long-term focus. We will continue to work very hard to deliver a positive return on investment for our stockholders. Our board and management team are committed to executing on our strategy to drive long-term value for our stockholders.

The company's compensation committee deliberates carefully at each of its regularly scheduled meetings regarding the compensation structure that will incentive our management team to enhance the best long-term interest of the company and its stockholders. Having said this, we are taking today's advisory vote on executive compensation very seriously and appreciate the feedback from our stockholders with regard to this important policy. Over the course of this year, we will, as we always have, evaluate our compensation methodology and practices and make any appropriate changes that we determine are in the best interest of our company and stockholders. Our board will continue to work hard to ensure that executive compensation best aligns with the interest of our stockholders, remains competitive against our peer group and industry standards and successfully links to the company's long-term performance.

Thank you again for your interest in LifePoint Hospitals and for attending this Annual Stockholders' Meeting. At this time, we are happy to address any questions about the company or its business that any of our stockholders who are with us here today may have. Are there any questions from our stockholders?

Question-and-Answer Session

William F. Carpenter

There being no indication of further questions, I would like to thank each of you for attending the meeting today. We sincerely appreciate your interest in LifePoint Hospitals and our commitment to making communities healthier. Meeting is adjourned.

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