Coherent Corp. (COHR) Earnings Call Transcript

Good day, ladies and gentlemen, and thank you for standing by. Welcome to the II-VI Incorporated Annual Meeting. At this time, I would like to turn the conference over to Mr. Francis Kramer. Please begin.

Good afternoon, ladies and gentlemen. I am Francis Kramer, Chairman of the Board of Directors of II-VI Incorporated. It is my pleasure to welcome you to the 2020 Annual Meeting of Shareholders. We are excited to be hosting our first virtual only-meeting, which allows us to communicate with our shareholders in a safe and responsible way. Joining me today is Jo Anne Schwendinger, Chief Legal and Compliance Officer and Secretary of the company, who will serve as Secretary of this meeting. As is our custom, this meeting will take place in 2 parts. First, we'll conduct the formal business of the meeting. After the formal business meeting is adjourned, we will answer questions you might have about II-VI's business. [Operator Instructions] We will conduct both parts of the meeting in accordance with the rules and procedures that are posted on the web portal. It is now approximately 3:00 p.m. Eastern Time U.S. on November 9, and this meeting is officially called to order. I would like to be begin by introducing the members of the Board of Directors and our officers who are joining us today. Members of the Board of Directors are: number one, Dr. Chuck Mattera, Chief Executive Officer; second, Marc Pelaez, Lead Independent Director; third, Joe Corasanti; fourth Enrico Digirolamo; fifth, Michael Dreyer; sixth, Patty Hatter -- Patricia Hatter; seventh, Dr. Shaker Sadasivam; and eighth, Dr. Howard Xia. Now officers of the company are: Dr. Giovanni Barbarossa, Chief Strategy Officer and President of the II-VI Compound Semiconductors Group; Bob Bashaw, President; Chris Koeppen, Chief Technology Officer; Mary Jane Raymond, Chief Financial Officer and Treasurer; and Jo Anne Schwendinger is our Chief Legal and Compliance Officer and Secretary. Also attending virtually are representatives of our independent auditor, Ernst & Young LLP. And I would like to introduce Joseph Matuszewski, our worldwide engagement partner with Ernst & Young. We will now proceed with the formal business of our meeting. Chuck Mattera and Shaker Sadavisam have been appointed as proxies. Will the secretary please confirm that a quorum of shares is represented in person or by proxy, and the meeting is duly conveyed for the conductive business. Jo Anne?

Thank you, Fran. A notice of this meeting was first made available to shareholders on or about September 29, 2020. This notice was accompanied by the proxy statement, the company's latest annual report on Form 10-K, which includes the audited financial statements for fiscal year 2020 and the forms of proxy. The company received an affidavit of that distribution, which is available for inspection by any shareholder, along with a certified list of shareholders at the record date of September 15, 2020, and will be filed with the records of this meeting. Dr. Giovanni Barbarossa, Mary Jane Raymond and I have previously been appointed by the Board of Directors as judges of election for this meeting. We have a preliminary report from the judges of elections. The judges report that immediately prior to the commencement of this meeting, at least 90,590,000 shares of the company's common stock were represented in person or by proxy. This constitutes approximately 87% of the shares outstanding and entitled to vote at this meeting. Therefore, a quorum is present, and the meeting is properly convened. So Fran, back to you.

Thank you, Jo Anne. Since a quorum is present, we may proceed to present and vote on the matters described in the proxy statement. The polls are now open for all matters on which the shareholders will vote at this meeting. The polls will remain open until all the matters to be voted on have been presented and have announced the polls have been closed. Jo Anne, will you please read the proposals?

Thank you, Fran. The proxy materials identified 4 proposals to be considered by shareholders at this meeting. The first is the election of 3 directors: Joseph J. Corasanti, Patricia Hatter and Marc Y.E. Pelaez have each been nominated by the Board of Directors to serve as a Class Three member of the Board for a term of 3 years. No other persons have been nominated in accordance with the company's bylaws and the nominations are closed. The second item is a nonbinding advisory vote to approve the compensation paid to the named executive officers in fiscal year 2020, which was described in a proxy statement. The third item is to approve the amendment and restatement of the 2018 Omnibus Incentive Plan to add shares. And the fourth item is to ratify the Audit Committee selection of Ernst & Young LLP as our independent accountant for the fiscal year ending June 30, 2021. These matters are described in detail in the proxy statement relating to this meeting.

Thank you, Jo Anne. Any shareholder who has not yet voted or wishes to change their vote may do so by clicking on the voting button on the web portal and following the instructions there. Shareholders who have sent in proxies or voted by telephone or the Internet and who do not want to change their vote do not need to take any further action. Now that everyone has had the opportunity to vote, I declare the polls to be closed for the matters voted on at this meeting. I now ask the Secretary to please report on the preliminary results of the voting. Jo Anne?