AH REALTY TRUST INC (AHRT) Earnings Call Transcript

Good morning. I am Lou Haddad, President and CEO and a member of the Board of Directors of Armada Hoffler Properties, Inc. Welcome to the 2020 Annual Meeting of the Stockholders of the Company. The Board of Directors has designated me to serve as Chairman of this meeting. At this time, let me introduce Mike O'Hara, the company's Chief Financial Officer, Treasurer and Corporate Secretary. Mr. O'Hara will keep the minutes of this meeting and has been appointed to serve as inspector of elections of this meeting. He's been duly sworn and has taken and signed an oath to faithfully execute his duties with strict impartiality and to the best of his ability. Keith Sheehan, a partner at the firm of Ernst & Young LLP, the company's independent registered public accounting firm, is also on the line today. Additionally, several of the company's other executive officers and directors are also listening in on the meeting. They are Shawn Tibbetts, Chief Operating Officer; Eric Apperson, President of Construction; Shelly Hampton, President of Asset Management; Dan Hoffler, Mr. Hoffler founded Armada Hoffler and is currently the Executive Chairman of our company; Russell Kirk, Mr. Kirk has been with us since 1984, Mr. Kirk has more than 35 years of experience in commercial real estate, tax, mergers and acquisitions, and financial law; George Allen, Mr. Allen is an independent member of our Board and currently serves as President of George Allen Strategies, a consulting firm he founded, Mr. Allen previously served as -- served the Commonwealth of Virginia in the House of Delegates, the U.S. House of Representatives, as Governor of Virginia and in the U.S. Senate; James Carroll, Mr. Carroll is an independent member of our Board and currently serves as President and Chief Executive Officer of Crestline Hotels & Resorts, LLC, a leading hospitality management company; James Cherry, Mr. Cherry is an independent member of our Board and previously served as the CEO of Park Sterling Corporation, a NASDAQ-listed bank holding company headquartered in Charlotte, North Carolina; Eva S. Hardy, Ms. Hardy is an independent member of our Board, she is the former Executive Vice President of Public Policy and Corporate Communications at Dominion Resources and currently serves on the Virginia Commonwealth Higher Education Board Appointments Committee; Dorothy S. McAuliffe, Ms. McAuliffe is an independent member of our Board, she currently serves as a national policy adviser for Share our Strength, a national nonprofit working to end child hunger and the poverty and is the governor's appointee to the Commonwealth Counsel on the Interstate Compact on Educational Opportunity for Military Children; and Mr. John Snow, Mr. Snow is an independent member of our Board, he served as United States Treasury Secretary under President George W. Bush, and was previously the Chairman and CEO of CSX Corporation. Our directors are experienced, well qualified and possess the skills and attributes to guide our company and all have been nominated for reelection. I have proof by affidavit that notice of this meeting was given and that the proxy materials commenced mailing on April 24, 2020, to all stockholders of record at the close of business on April 15, 2020. The following materials are available at www.proxyvote.com and the company's website: One, a copy of the notice for this meeting; two, the proxy statement; and three, the company's 2019 Annual Report. Mr. O'Hara will preserve these materials with corporate records of the company. If you'd like to submit a question, please submit your question by typing it in the lower left corner of the meeting center screen. Each attendee is limited to a total of no more than 3 questions, each of which may be on any single topic and each of which must be no more than 250 words in length. We will address any questions about the proposals before the polls close. Following the formal business portion of our meeting, we may address any other questions during the question-and-answer session. During these unprecedented times, which have necessitated the virtual nature of this meeting, we pray for the health and safety of all of our shareholders. Now my pleasure to call this meeting to order. We appreciate your support, and thank you for your attendance today. This meeting has been called pursuant to due notice dated April 24, 2020, and delivered to stockholders of record as of April 15, 2020. Proxies were solicited on behalf of the Board of Directors of the company for this meeting. The total number of outstanding shares of common stock entitled to vote at this meeting is 56,492,059. Under applicable law and the bylaws of the company, for there to be a quorum for the consideration of any matter at this meeting, there must be present virtually or by proxy, the holders of a majority of the outstanding shares of common stock of the company as of the record date. We will pause for a final tabulation of the number of shares present at the meeting. Mr. O'Hara, is a quorum present?

Mr. Chairman, I have examined the proxies submitted and hereby wish to report that 52,233,811 shares of common stock of the company are represented virtually or by proxy at this meeting. That represents 92.46% of the 56,492,059 shares of common stock outstanding eligible to vote as of April 15, 2020. For the purpose of this meeting, that represents a quorum.

A quorum is present or represented by proxy, so we will move ahead with the business at hand. Any stockholders in attendance today who have previously signed and submitted proxies for this meeting do not need to vote today. Your shares will be voted in accordance with the instructions on your proxy cards. Stockholders who have not signed and returned proxies for this meeting and wish to vote personally should cast their votes at this time through the meeting platform by clicking Vote Here in the lower right corner of the meeting center screen and following the instructions here -- there. If a stockholder that has previously voted also votes today, the previous vote will be deemed revoked, and today's vote will be counted in the final vote count. Stockholders may submit ballots until a final call for ballots is made. The preliminary voting results on each proposal will be reported at the end of this meeting and after all the votes have been tallied. We have 3 items of business to address at this meeting. Our first item of business is the election of 9 directors to serve until the 2021 Annual Meeting of Stockholders and until their successors have been duly elected and qualified. The following persons have been nominated by the Board of Directors: George F. Allen, James A. Carroll, James C. Cherry, Louis S. Haddad, Eva S. Hardy, Daniel A. Hoffler, A. Russell Kirk, Dorothy S. McAuliffe and John W. Snow. The next item on the agenda is to ratify the appointment of Ernst & Young LLP as the independent registered public accounting firm for Armada Hoffler for the year ending December 31, 2020. The third and final item on the agenda is the advisory vote on executive compensation, which is sometimes referred to as the say-on-pay vote. Under this proposal, our stockholders vote on an advisory nonbinding basis to approve the compensation of the company's named executive officers as disclosed in the proxy statement. We will now open the polls and allow for stockholders who have not voted or who wish to change their prior vote to complete their voting now. This is the final call for votes, and the polls will close shortly. [Voting]

I declare the polls to be closed. Mr. O'Hara will now discuss the preliminary results of the vote.

Results of the election are of these -- each nominee: George F. Allen, James A. Carroll, James C. Cherry, Louis S. Haddad, Eva S. Hardy, Daniel A. Hoffler, A. Russell Kirk, Dorothy S. McAuliffe and John Snow have been elected as a director to serve until the 2021 Annual Meeting until his or her successor has been duly elected and qualified. Each received more than 32 million votes of support. The ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020, has been ratified by more than 51 million votes. The advisory vote on the compensation of the company's named executive officers has been approved by more than 44 million votes.

Thank you, Mr. O'Hara. We will be reporting final vote results in a current report on Form 8-K within 4 business days of today's meeting. That concludes the formal business portion of our meeting. The annual meetings of stockholders is hereby adjourned. I now open the meeting for questions. If any stockholder in attendance has a question which he or she would like to direct to any of the officers or directors of the company who are on the line, we would be happy to try to answer it. Keith Sheehan of Ernst & Young, the company's independent registered public accounting firm, is available to respond to appropriate questions from stockholders relating to the audit of the company's financial statements for its most recent fiscal year. I'd like to remind you that the following discussion may contain forward-looking statements, and our actual results may differ materially from those discussed here. Additional information concerning factors that could cause such differences can be found in our most recent annual report on Form 10-K, quarterly report on Form 10-Q and in other documents that we file with the SEC. For questions addressed to the company, Mr. O'Hara will read the question aloud, and I will answer. For questions addressed to Mr. Sheehan, Mr. O'Hara will read the question aloud and Mr. Sheehan will answer. This concludes the question-and-answer portion of the meeting. Thank you for your attendance this morning. We thank you for your continued support of Armada Hoffler Properties. And we wish all of you and your family's health and prosperity as we move through these trying times.

This now concludes the meeting. Thank you for joining, and have a pleasant day.