Home / Transcripts / Coffee Holding Co., Inc. (JVA) · October 27, 2023

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

October 27, 2023

NASDAQ US shareholder_meeting 9 min

Earnings Call Speaker Segments

Operator operator
#1

Greetings. Welcome to the Virtual Annual Meeting of Shareholders of Coffee Holding Company, Incorporated. [Operator Instructions] Please note, this conference is being recorded. I will now turn the conference over to your host, Andrew Gordon, President, CEO and Chairman of the Board of Coffee Holding Company, Incorporated. Sir, please go ahead.

Andrew Gordon executive
#2

Thank you. Good afternoon. I'm Andrew Gordon, President and CEO of Coffee Holding Company. I'd like to welcome everyone listening to our Annual Meeting of Shareholders being held this year by remote communications. 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. Before I begin the formal portion of this meeting, I would like to take this opportunity to introduce our Board members for attendance today. Gerard DeCapua, Barry Knepper, John Rotelli, Daniel Dwyer, David Gordon and George F. Thomas. Also present at the Annual Meeting is our attorney from Lowenstein Sandler, Mr. Daniel Porco; we also have Angela -- Angelica Powell, representative of Issuer Direct, our transfer agent, present at this meeting. I have 2 other preliminary announcements. First, please note that our by bylaws provide that any business brought forth 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 will make will constitute forward-looking statements under the Private Securities Litigation Act of 1995. Actual results could differ materially from these statements and 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 that we have typically cited 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 nonmaterial 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 meeting and proxy statement were filed with the SEC on October 6, 2023, and were sent or given to each shareholder of record of common stock on or about October 6, 2023. The proxy statement describes the record date for this 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 have appointed Ms. Powell 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?

Angelica Powell attendee
#3

Andrew, the Board of Directors selected October 6, 2023, as the record date for the annual meeting. On the record date, there were 5,708,599 shares of common stock outstanding, a total of 2,886,066 shares are present in person or by proxy at this meeting. Accordingly, a quorum is present.

Andrew Gordon executive
#4

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 David Gordon and John Rotelli for election as a Director. 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]

Andrew Gordon executive
#5

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. The second proposal relates to the ratification of the appointment of Marcum as the Company's independent registered public accounting firm for the fiscal year ending October 31, 2023. If there is anyone present and 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]

Andrew Gordon executive
#6

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. The third proposal relates to the nonbinding advisory vote on executive compensation. I will not -- at this point, I will end -- excuse me, 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. If you have not already voted and do not wish to change a vote, there is no further action that needs to be taken. [Voting]

Andrew Gordon executive
#7

The Inspector of Election will report on the preliminary results of the proposals later in the meeting. I now declare the polls closed. I now ask the Inspector of Election to report on the preliminary results of the proposals. The final results of each vote will be reported in our Form 8-K filed with the SEC within the 4 business days of today.

Angelica Powell attendee
#8

Based on the preliminary tally of votes, each of David Gordon and John Rotelli was elected by a plurality of votes. Mr. Gordon votes for and withheld were as follows: 2,243,979 shares for; and 642,087 withheld. Mr. Rotelli votes for and withheld were as follows: 1,991,587 shares for; and 894,479 shares withheld. Based on the preliminary tally of votes, the proposal to ratify Marcum LLP as the company's auditor for 2023 has been approved by the affirmative vote of the majority of the shares eligible to be cast or approximately 51% of the shares. Based on the preliminary tally of votes, the proposal to approve the nonbinding advisory vote on executive compensation has been approved by the affirmative vote of a majority of the outstanding shares cast or 60% of the outstanding shares.

Andrew Gordon executive
#9

The certificate of the Inspector of Election with the final tabulation will be filed with the minutes of this meeting and the proxies and ballots with the corporate records. Lastly, regarding the merger with Delta. I'd like to report that the process is ongoing, and we are currently in the SEC review. We expect a definitive proxy to be sent within the next few weeks. In addition, we are hopeful that next week, we can have some further additional information on the state of our business over the past 12 months. At this point, the meeting is adjourned. Thank you for all attending.

Operator operator
#10

Thank you. This concludes today's conference, and you may disconnect at this time. And we thank you for your participation.

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