LifePoint Health, Inc. (LPNT)

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LifePoint Hospitals, Inc. (LPNT)

Annual Shareholder Meeting

June 04, 2013 4:00 pm ET


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.


William F. Carpenter

Any opposed?


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.

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