INNOVATE Corp. (VATE) Earnings Call Transcript

Hello, and welcome to the Annual Meeting of Stockholders of HC2 Holdings, Inc. Please note that today's meeting is being recorded. It is now my pleasure to turn today's meeting over to Avi Glazer, Chairman of the Board. Mr. Glazer, the floor is yours.

Thank you. Will the meeting please come to order? Good morning. I'm Avi Glazer, Chairman of the Board of HC2 Holdings, Inc. Along with my fellow Directors and Executive Officers of the company, I would like to welcome you to our Annual Meeting of Stockholders. We appreciate your attendance, your interest and most importantly, your support of HC2. This Annual Meeting of Stockholders was originally called for and convened on July 8, 2020. At that time, a quorum was established and the meeting was adjourned until today, July 30, 2020. Accordingly, we are now reconvening the Annual Meeting of Stockholders, which is being held pursuant to the bylaws of the company and written notice to all stockholders. Due to the public health impact of the coronavirus outbreak, the Annual Meeting is being held by remote communication only in a virtual meeting format. Stockholders may submit questions that relate to the purpose of this meeting at any time during the meeting in the space provided on the virtual meeting screen. Please note that in advance of the Annual Meeting, we received a number of questions unrelated to the matters on today's agenda, most of which are related to the company's business strategy and capital structure going forward. Due to the fact that we will be announcing our second quarter earnings in less than 2 weeks, we plan to address those questions, including questions submitted today concerning any corporate business not relevant to the matters to be voted on today at that time. And I'd like to add that in the 2 months since the proxy issue was resolved, a proxy issue that was both contentious and distracting to the company, the management of the company and its Board have been working very hard to position HC2 and its portfolio companies for the best possible future for all stockholders. We feel that we are making good progress towards this goal and look forward to sharing more detail on August 10, when we have our Q2 earnings call. After introducing the directors and officers in attendance and dealing with a few procedural matters, we will take up the items to be acted upon. I would like to introduce the directors of HC2 who are in attendance today. We welcome Wayne Barr, Jr., our Interim Chief Executive Officer; Kenneth Courtis; Warren Gfeller; Michael Gorzynski; and Shelly Lombard. The HC2 executives who are in attendance are Michael Sena, our Chief Financial Officer; Suzi Herbst, our Chief Administrative Officer; Joseph Ferraro, our Chief Legal Officer and Corporate Secretary. Also attending this meeting are Thomas McLoughlin and Benjamin Klein of BDO USA LLP, the company's independent registered public accounting firm, who will respond to any appropriate questions submitted at the conclusion of the meeting. I'd now like to turn the meeting over to Mr. Ferraro to proceed with the formal business of the meeting as set forth in the notice of Annual Meeting and proxy statement as supplemented.

Thank you, Mr. Chairman. My name is Joe Ferraro, and I'm the Chief Legal Officer and Corporate Secretary of the company. The agenda for the meeting and the rules of conduct are located on the meeting site. In order to conduct an orderly meeting and give all eligible stockholders an opportunity to participate, we ask that participants abide by these rules. Philip Meyer of Computershare Investor Services has been appointed to serve as the independent inspector of the election for this meeting. Mr. Meyer has subscribed to the oath of office, which will be filed with the records of the meeting. I have a copy of the 2019 annual report on Form 10-K as amended, which includes financial statements certified by BDO. A copy of this annual report was sent or made available to each stockholder entitled to vote at the meeting and an electronic copy of the annual report is available on the website used to access this meeting. The notice of meeting and the affidavit of mailing, together with the attachments thereto, and the 2019 annual report will be filed with the minutes of this meeting. A complete list of the stockholders of record of the company's common stock and preferred stock as of the close of business on May 22, 2020, the record date for this meeting, is available on the meeting website for inspection by any stockholder during this meeting. A copy of the list of stockholders will be filed with the records of the company. Our inspector of election, Mr. Meyer, submitted his report establishing the existence of a quorum on July 8, 2020, the original date of this Annual Meeting. Consequently, in accordance with the laws of the state of Delaware and the company's bylaws, a quorum is present at this reconvened Annual Meeting. Proper notice having been given, this meeting has therefore been properly convened. It is 9:04 am on July 30, 2020, and the polls for voting on all matters are open. All HC2 stockholders entitled to vote at this meeting have the ability to do so online. If you are a stockholder entitled to vote and have not yet voted or if you want to change your previously cast vote, please do so via the website used to access this meeting. Please remember that if you have already voted by proxy, it is not necessary to vote again. After voting has been completed on all matters on the agenda, we will close the polls, and the inspector of election will provide his preliminary report. We'll move now to a review of the proposals. The first proposal to come before the meeting is the election of directors. At this meeting, we will be electing each of the 6 directors for a 1-year term, expiring at the 2021 Annual Meeting of Stockholders. The nominees are Avram A. Glazer, Wayne Barr, Jr., Kenneth S. Courtis, Warren H. Gfeller, Michael Gorzynski and Shelly C. Lombard. Information concerning their principal occupations, service as HC2 Board members, skills and qualifications and other matters which may be of interest are contained in the proxy statement. No other nominations were received prior to the deadline established by the company's bylaws. Therefore, no additional nominations may be made at this meeting, and I declare the nominations to be closed. Are there any questions or comments on the first proposal? Seeing none, we'll move on to the second proposal. Proposal 2 asks stockholders to approve an advisory resolution on the fiscal year 2020 compensation of the named executive officers, all as described in our proxy statement. This proposal is advisory. Although nonbinding, the vote will provide information to our compensation committee and our Board of Directors regarding investor sentiment about our executive compensation philosophy, policies and practices, which our compensation committee and our Board of Directors will be able to consider when making future executive compensation decisions. Are there any questions or comments on this proposal? Seeing none, we'll move on to the third proposal. Proposal #3 is the ratification of the appointment of BDO as the company's independent registered public accounting firm. The Board of Directors recommends the ratification of the appointment of BDO to serve as the company's independent registered public accounting firm and to audit the company's financial statements for the fiscal year ending December 31, 2020. Are there any questions or comments on this proposal? Seeing none, we'll move on to finalize voting on the proposals presented. The polls are about to close. So if you have not yet voted, please do so. [Voting]

Since everyone has had the opportunity to vote, it is now 9:07 a.m., and the polls are closed. Will the inspector of election please deliver his preliminary report?

Having examined all of the ballots filed with me, I report that each of the nominees for Director as submitted in Proposal #1 has been duly elected, and that each of Proposal #2 and Proposal #3 has received at least a majority of the votes cast and is approved.

We will file the final report of the inspector of election with the records of this meeting. We expect to report the results of the voting on a Form 8-K to be filed with the SEC within 4 business days of this meeting. That concludes the business for the meeting. The meeting is now adjourned. There being no questions submitted during the meeting relevant to today's agenda, I want to thank you for attending today's meeting.

Ladies and gentlemen, this concludes the meeting. You may now disconnect, and have a pleasant day.