Coffee Holding Co., Inc. (JVA) Earnings Call Transcript

Greetings. Welcome to the Coffee Holding Co. Inc. Virtual Annual Meeting. [Operator Instructions] Please note this conference is being recorded. I will now turn the conference over to your host, Andrew Gordon, Chief Executive Officer. You may begin.

Good afternoon. I am Andrew Gordon, President and CEO and Chairman of the Board of Coffee Holding Co. I'd like to welcome everyone listening to our Annual Meeting of Shareholders being held this year by remote communications. I would like to take a moment to thank each employee and each director for their continued hard work over the last year. As we navigate through the current climate, our dedicated step is what has allowed us to succeed. During this annual meeting, we will be taking the formal steps necessary to vote on and approve the proposals set forth in our proxy statement. I will also provide a brief summary of our business and how we are navigating these unique times. Before I begin the formal portion of this meeting, I would like to take the opportunity to introduce our Board Members. Gerard DeCapua, Barry Knepper, John Rotelli, Daniel Dwyer, David Gordon and George F. Thomas. Present at this annual meeting is our attorney from Lowenstein Sandler, Daniel Porco; and our auditors from EisnerAmper LLP, along with members from our former auditors, Marcum LLP. We also have Emily Watson, a representative of Issuer Direct, our transfer agent, presenting at the meeting. I have 2 other preliminary announcements. First, please note that our bylaws provide that any business brought before an annual meeting by a shareholder, which is not specified in the notice of the meeting, must be submitted in writing, in advance, to the secretary of the company and that the notice meets certain requirements. The company did not receive any such notice and, as such, voting will be confined to only the 3 proposals outlined in the proxy statement. Second, any nonhistorical statements that we make will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that we have cited in our most recent 10-K and 10-Q filings with the SEC, and we typically cite in our press releases. Also, I would like to remind everyone that this meeting is not a public forum for the purposes of the SEC's regulation FD. As a result, while I would be happy to provide you with general background information about the company, I will not be able to provide you with material nonpublic information. I appoint Mr. Porco as acting secretary of the meeting. I will ask Mr. Porco to include with the minutes of the meeting a copy of the affidavit of mailing, certified list of shareholders, notice of meeting and proxy statement, which we refer to as the proxy materials. The notice of the meeting and proxy statement were filed with the SEC on March 29, 2021, and were sent or given to each holder of record of common stock on or about March 29, 2021. The proxy statement describes the record date for the meeting and the number of eligible votes of common stock outstanding on that date. These proxy materials are available on the virtual meeting web page. I've appointed Ms. Watson as the inspector of election, and she has taken the appropriate oath. At this point, I will call the formal portion of our meeting to order. Will the inspector of election please report on the existence of a quorum?

Andrew, the Board of Directors selected March 15, 2021, as a record date for the annual meeting. On the record date, there were 5,708,599 shares of common stock outstanding, a total of 3,655,853.54 shares are present in person or by proxy at this meeting. Accordingly, a quorum is present.

Since a quorum is present, we may now proceed to the proposals set forth in the proxy statement. As indicated in the proxy statement, the Board of Directors has nominated each of Andrew Gordon, Daniel Dwyer and Barry Knepper for election as Director.

As a shareholder, I move to approve the first proposal.

I second the motion.

I now declare the nominations closed. I assume that everyone present has voted by means of proxy. If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. [Voting]

The inspector of elections will report on the preliminary results of the proposals later in the meeting. The second proposal relates to the ratification of the appointment of EisnerAmper LLP as the company's independent registered public accounting firm for the fiscal year ending October 31, 2021.

As a shareholder, I move to approve the second proposal.

I second the motion.

If there is anyone present that would like to vote now, either because they have not voted or because they wish to change their vote, please do so by using the voting buttons on the meeting interface. [Voting]

The inspector of election will report on the preliminary results of the proposals later in this meeting. The third proposal relates to the nonbinding advisory role -- vote on executive compensation.

As a shareholder, I move to approve the third proposal.