Cadre Holdings, Inc. (CDRE) Earnings Call Transcript
May 31, 2023
Earnings Call Speaker Segments
Good morning, everybody. My name is Gray Hudkins. I'm the Secretary of the company. Welcome to Cadre Holdings -- Cadre Holdings, Inc.'s 2023 Virtual Annual Meeting of Stockholders. Today's annual meeting is being broadcast live over the Internet. I would like to turn today's webcast over to Mr. Warren B. Kanders, Chief Executive Officer and Chairman of the Board of Directors of Cadre Holdings, Inc. Please go ahead, Mr. Kanders.
Thank you, Mr. Hudkins. I'm Warren B. Kanders, Chief Executive Officer and Chairman of the Board of Directors of Cadre Holdings, Inc., and I will act as Chairman of this annual meeting of the company's stockholders. . I would like to introduce to you the directors of the company participating at this annual meeting. Nicholas Sokolow, Hamish Norton, William Quigley and Deborah DeCotis, Directors of the company. Also present at this meeting are Brad Williams, the President of the company; Blaine Browers, the Chief Financial Officer of the company; Gray Hudkins Vice President and Secretary of the company; Robert L. Lawrence, Esq. of King Kessler P. C., our Legal Counsel; and [ John Barnes ], KPMG LLP, the company's independent auditors for the year ended December 31, 2022. And Mr. Hudkins will act as Secretary of the meeting. Mr. Hudkins, would you please present the notice of the meeting?
The notice of the meeting dated April 21, 2023, was mailed on or about April 28, 2023, to all the stockholders of record as of the close of business on April 19, 2023, the record date for this meeting.
Is there a motion to order the notice of meeting filed with the records of this meeting?
I move that the notice of meeting be filed with the minutes of this meeting.
Deborah DeCotis, can you second the motion?
I second the moment. Yes. Yes. I will approve -- move it also.
Thank you. All in favor, say aye. Is there any objection. There being no objection, the notice of the meeting is ordered via with the meetings of this meeting. Will the secretary present the affidavit of mailing of the notice of the meeting?
The affidavit of mailing indicates that a copy of the notice was duly mailed to each stockholder of record on or about April 28, 2023.
The Secretary is directed to file the affidavit with the minutes of this meeting. Mr. Hudkins, will you please present a certified list of stockholders of the company.
This is a certified copy of the list of stockholders of the company.
I will entertain a motion to dispense with the calling of the role.
I am moving of the role to dispense with.
Second?
Second.
All in favor, please say aye. Is there any objection? There being no objection, it is ordered that the calling of the roll be dispensed with. Under the power granted to me by the bylaws of the company, I will hereby designate Mr. Jonathan Zalkin as Inspector of Election to count the votes presented to the meeting in person or by proxy. I request the Inspector of Election to submit the oath as inspector and direct the Secretary to attach the same to the minutes of the meeting. Copies of the 2022 annual report to stockholders have already been sent out to all stockholders, and I therefore ask for a motion to dispense with the reading of the annual report and to order it accepted and filed.
I move that the reading of the annual report be dispensed with and that the annual report be accepted and filed with the minutes of this meeting.
And I second the motion.
Thank you. Is there any objection? There being no objection, it is ordered that the reading of the annual report be waived in the annual report be accepted and filed with the minutes of this meeting. The first item of business to be acted on at this meeting is the election of directors for the coming year. The proxy have been named as the directors to be elected at this meeting, 5 directors to hold office until the next annual meeting of stockholders and until their successors shall have been duly elected and qualified. Will the Chairman of the Board's nominating Corporate Governance Committee submit the names of the nominees of the Board of Directors for election as directors?
On behalf of the Board's nominating Corporate Governance Committee, I nominate the following persons to be elected as directors of the company to hold office until the next Annual Meeting of Stockholders and until the successors shall be elected and shall qualify. Warren B. Kanders, Nicholas Sokolow, Hamish Norton, William Quigley, Deborah A. DeCotis.
Second?
Second.
I order the nominations for the election of directors be closed. We will now proceed with the next order of business, which is to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2023. The Board of Directors recommends that you vote for ratification of the appointment of KPMG LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2023. . Well, any stockholder who desires to vote for any of the matters to be voted upon at the meeting, please do so now by accessing the annual meeting web page and following the on-screen instructions. . Please note that you must enter the control number found on your proxy card that you have previously received. [Voting]
The polls are now closed for each of the following matters to be voted upon at the meeting, the election of directors, the ratification of KPMG LLP as the company's independent registered accounting firm for the fiscal year ending December 31, 2023. For the secretary report how many stockholders are present in person or by proxy?
They are now present the holders of 35,618,606 shares of common stock in person and by proxy out of a total of 37,586,031 shares of common stock issued and outstanding as of the record date. This constitutes more than a majority of the shares of the company's issued and outstanding common stock entitled to vote at this meeting, and therefore, and there is, therefore, a quorum present.
I understand that the Inspector of Election has tabulated the votes. Will the Inspector of Election please report the results?
Via the votes cast at this meeting have voted for the election of each of the 5 nominees of the Board of Directors. And accordingly, Mr. Kanders, Mr. Sokolow, Norton, Quigley and Ms. DeCotis have been elected as directors of the company to serve for the next Annual Meeting of Stockholders until their successors shall be elected and qualified. Into the shares of common stock of the company constituting a majority of the shares of common stock present in person or represented by proxy at this meeting with respect to such proposal voted to ratify the appointment of KPMG LLP as the company's independent registered public accounting firm for the year ending December 31, 2023, and accordingly, such motion was duly adopted. .
That concludes the technical requirements of our meeting. Having concluded the formal business of the meeting, I will now entertain a motion to adjourn.
I move that the meeting be adjourned. .
I second and move.
Thank you. All in favor, please say aye. Is there any objection.
Aye.
There being no objection, the meeting is adjourned. Thank you, ladies and gentlemen, gentlemen for participating in the virtual annual meeting.
We will now proceed to the Q&A portion of the meeting. Should any stockholder wish to submit a question, please click on the messaging icon at the top of the left side of your screen. Type your question into the text box, then click the send icon at the right of that text box. Please note, in the interest of all stockholders, we will only address those questions that are pertinent to the business of the meeting.
I don't see any questions. .
In that case, thank you for your time. Today's webcast has been concluded. You may disconnect at this time. Thank you very much.
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