AECOM (ACM) Earnings Call Transcript

Good morning, everyone, and welcome to the 2021 AECOM Annual Meeting of Stockholders. Today's Annual Meeting is being broadcast live, and is being recorded. When the formal business portion of the agenda has concluded, the company will answer any questions relevant to the meeting matters, subject to time constraints. You may submit questions at any time by clicking on the message icon in the virtual meeting portal. For opening remarks and introductions, I will turn today's call over to Douglas Stotlar, Chairman of the Board of AECOM, who will serve as Chairman of today's meeting. The floor is yours, Mr. Stotlar.

Thank you, operator, and good morning, ladies and gentlemen. Thank you for joining us today. In response to continued public health precautions regarding in-person gatherings amidst the coronavirus pandemic and out of concern for the health and well-being of our shareholders, employees and the broader community, our meeting today is being conducted as a virtual-only meeting via live webcast. Per our meeting procedures, you can submit questions online using the virtual meeting portal specified in the proxy statement. At the end of the meeting, we intend to answer those questions submitted during the meeting pertinent to the items being brought before the shareholders for a vote today. Please note, we intend to limit today's meeting to a total time of 0.5 hour. If you encounter any technical difficulties assessing or participating in the meeting, please refer to the virtual meeting portal for information on how to reach our support team. The time is now 8:01 a.m. Pacific, and this meeting is hereby officially called to order. Before we proceed to the business of the meeting, I would like to introduce you to the members of our Board of Directors and senior leadership team present at today's virtual meeting. First, our directors. Joining us today are my fellow Directors and Director nominees, Bradley Buss, Robert Card, Diane Creel, Jacqueline Hinman, Lydia Kennard, Troy Rudd, Daniel Tishman, Sander van’t Noordende and General Janet Wolfenbarger. From our senior leadership team with us today are Troy Rudd, Chief Executive Officer; Gaurav Kapoor, Chief Financial Officer; Lara Poloni, President; and David Gan, Chief Legal Officer. We also have members of Ernst & Young LLP, AECOM's registered independent public accounting firm, present at today's meeting. Also present is Mr. Rene Del Real of Computershare, AECOM's transfer agent. Mr. Del Real will serve as inspector of election at today's meeting. The Board of Directors has appointed David Gan and Manav Kumar as the proxies for today's meeting. Mr. Kumar will serve as the secretary of the meeting. A list of the stockholders entitled to vote at the meeting is available as noted on the webcast for inspection throughout the meeting. The list of stockholders entitled to vote has been available at the company's executive offices in Los Angeles, California for the past 10 days as required by Delaware Law and SEC rules. Now I'd like to turn it over to Mr. Kumar, our Corporate Secretary. Mr. Kumar will establish that the meeting has been duly called, and that a quorum is present or represented by proxy for the Annual Meeting.

Thank you, Mr. Chairman. The Board has fixed January 11, 2021, as the record date for determining stockholders of record entitled to vote at this meeting. An affidavit is with the inspector of elections attesting to the fact that the notice of this meeting, the proxy statement and the Annual Report on Form 10-K for fiscal year 2020 were made available on January 15, 2021, to all stockholders of record as of the record date. As stated in the notice, the purposes of this meeting are as follows: first, to elect each of the 11 directors to serve until the company's Annual Meeting of Stockholders to be held in 2022 or until the election and qualification of their respective successors; second, to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for the fiscal year 2021; third, to vote on a resolution to approve the company's executive compensation on an advisory basis; fourth, to consider and act upon a stockholder proposal regarding lobbying disclosure; and finally, to transact any other business that may properly come before the meeting. Rene Del Real of Computershare, the company's transfer agent, has been appointed to act as inspector of election at this meeting. Mr. Del Real's oath as inspector has been submitted to the Secretary and will be included in the minutes of the meeting. The inspector of election has submitted the following report. There were 147,774,517 shares of AECOM common stock outstanding and eligible to vote as of the record date. The holders of not less than 137,777,728 shares are represented by proxy. Approximately 93.24% of the voting power of the outstanding shares is present virtually or represented by proxy at the meeting. Accordingly, Mr. Chairman, a quorum is present.

On the basis of the Secretary's report, the meeting is duly convened. The polls for each matter voted on at this meeting will open when all of the proposals have been presented, and will close immediately following the call for final voting. Now we will conduct the formal business as set forth in the notice of the meeting. There are 4 proposals to be considered by the stockholders at this Annual Meeting. The first item of business today is the election of directors. All 11 directors are to be elected today. Those 11 nominees receiving the highest number of votes of shares present in-person or by proxy at this meeting will be elected to the Board of Directors, and will hold office until 2022's Annual Meeting of Shareholders or until their successors are elected and qualified. The following individuals have been nominated to the Board: Bradley Buss; Robert Card; Diane Creel; Jacqueline Hinman; Lydia Kennard, Troy Rudd, Clarence Schmitz, Douglas Stotlar, Daniel Tishman, Sander van’t Noordende and General Janet Wolfenbarger. I declare the nominations closed. The meeting will now proceed to the second item on the agenda concerning the ratification of the selection of Ernst & Young LLP as the company's independent registered public accounting firm for the current fiscal year. A majority of the shares present in-person or represented by proxy and entitled to vote at this meeting is required to ratify such selection. The selection of Ernst & Young LLP was recommended to the Board by the Audit Committee. The Board recommends that the stockholders vote for the ratification of Ernst & Young LLP as the independent registered accounting firm for the current fiscal year. The meeting will now proceed to the third item on the agenda concerning the vote on the advisory resolution on the company's executive compensation. In accordance with SEC rules, we are asking stockholders to approve an advisory resolution on the company's executive compensation to its named executive officers as reported in our proxy statement. This advisory resolution is nonbinding on the Board. Although nonbinding, the Board and the Compensation and Organization Committee will carefully review and consider the voting results when evaluating our executive compensation program. The Board recommends that the stockholders of AECOM approve, on an advisory basis, the compensation of AECOM's named executive officers as set forth in the compensation discussion and analysis, the summary compensation table and the related compensation tables and narrative in the proxy statement for AECOM's 2021 Annual Meeting of Stockholders. The meeting will now proceed to the fourth item on the agenda concerning a stockholder proposal regarding lobbying disclosure. This proposal was made -- it was made by Mr. John Chevedden. I understand that Mr. Chevedden is present. Accordingly, proposal 4 is properly presented at the meeting, so we can proceed to consider proposal 4. Mr. Chevedden's arguments in favor of proposal 4 and the Board's position against proposal 4 are set forth in the proxy statement. However, Mr. Chevedden, if you nonetheless wish to present your proposal formally, you are welcome to do so at this time. We ask you, please limit your remarks to 2 minutes.

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