Methode Electronics, Inc. (MEI) Earnings Call Transcript

Good morning, ladies and gentlemen. Welcome to the Annual Meeting of the Stockholders of Methode Electronics. I am Bud Aspatore, Chairman of the Board of Methode Electronics, and I will be presiding at this meeting. To support the health and well-being of our stockholders and other meeting participants during the coronavirus outbreak, we are pleased to be hosting our first-ever virtual annual meeting via webcast on the Internet. I hope that each of you and your families are doing well during these challenging times. We will conduct the meeting in accordance with the rules of conduct that are posted on the meeting website. In order to conduct the meeting -- the business of the meeting in an orderly manner, we ask that all participants follow the meeting rules. Please note that this meeting is being recorded, and a webcast playback of this meeting will be available on the meeting website within 24 hours after the meeting. However, no one attending the meeting or viewing the playback is permitted to use any audio or video recording devices. At this time, I would like to introduce our director nominees, all of whom are serving as current company directors and all of whom are attending the meeting today. David Blom, Terri Bobek, Brian Cadwallader, Bruce Crowther, Darren Dawson, Don Duda, Mary Lindsey, Angelo Pantaleo, Mark Schwabero, Larry Skatoff and myself. I would also like to introduce our retiring Director, Isabelle Goossen, and thank her for her dedication, service and many, many contributions to the Board and the company over the years. Thank you so much, Isabelle. As is our custom, we will conduct the business portion of our meeting first. After the formal meeting has been adjourned, we will provide an opportunity for company management and the Board to respond to general questions that are relevant to the matters at hand. Also attending our meeting today is our guest, Sarah Miller, of Ernst & Young, the company's independent registered public accounting firm. Ms. Miller will also be available to answer appropriate questions later in the meeting. Our stockholders of record as of the close of business on July 20, 2020, may vote or submit a question at this annual meeting. A list of our stockholders as of the record date is available for inspection by our stockholders during the meeting on the meeting website. You will need the 16-digit proxy control number on your proxy notice in order to vote or submit a question. The web portal is now open to accept questions, and only questions submitted before the conclusion of the formal business portion of this annual meeting will be addressed. Out of consideration to others, we ask the stockholders limit themselves to one question each, and that all questions be relevant to the business of the company for this annual meeting. Please include your name and organization with the text of your questions. Some of our responses to your questions may include forward-looking statements that are based on certain assumptions and subject to certain risks and other uncertainties as detailed in our SEC filings. We are now ready to proceed with the formal business portion of our meeting. The Board of Directors has appointed Charlie Zade of American Election Services to serve as inspector of election for this meeting. Charlie is in attendance at our meeting today, and he has taken and signed an oath of inspector of election, which will be filed with the minutes of this meeting. I have been informed by our inspector of election that the shares represented by proxy at this meeting are in excess of our quorum requirements, and I declare this meeting to be duly convened. The polls for this annual meeting are now open. If you have previously voted by proxy and do not wish to change your vote, no further action is needed at this time. If you have not previously voted or if you wish to revoke or change your previous vote, you may do so by casting your vote by electronic ballot by clicking on the link to the voting site in the meeting website and following the instructions there. As previously mentioned, you will need your 16-digit proxy control number from your proxy notice to be able to vote. There are 3 proposals to be voted on at today's meeting. In accordance with our bylaws, these are the only proposals to be voted on at this meeting. Additional information regarding each of these proposals is included in our proxy statement dated July 28, 2020. The first proposal before the stockholders is the election of 11 directors to hold office until our next annual meeting. I introduced the 11 nominees earlier in the meeting, and biographies for each of the director nominees are included in our proxy statement. The second proposal before the stockholders is the ratification of Ernst & Young to serve as Methode's independent registered public accounting firm for the fiscal year ending May 1, 2021. And the third proposal before the stockholders is the advisory vote on the executive officer compensation. I will now pause for an additional minute to allow people an opportunity to complete voting. As previously mentioned, no action is necessary at this time if you do not wish to change your previous vote. You will hear silence for approximately 60 seconds while we hold the polls open for an additional minute to complete the vote. [Voting]

The polls are now closed. Please note that any votes submitted today by electronic ballot are subject to final verification by the inspector of election. I will now ask the inspector of election to announce the results of the voting. Charles, please give us your report.

Thank you, Mr. Chairman. I would like to report the voting results of the 2020 Annual Stockholders Meeting. As of July 20, 2020, the record date, there were 37,529,738 shares of common stock outstanding. At this meeting, there are 35,636,799 shares of common stock represented by proxy, and a quorum is present for the purposes of this meeting. On the first question, the election of directors, the 11 nominees have received the required votes to be elected as directors until the next annual meeting or until their respective successors are duly elected. On the second question, the ratification of the Audit Committee's selection of Ernst & Young to serve as the company's independent registered public accounting firm for the fiscal year ending May 1, 2021, Ernst & Young has received the required votes for ratification. And on the third question, the advisory approval of the company's named executive officer compensation, the stockholders have approved, on an advisory basis, the executive officers compensation. Mr. Chairman, that concludes my report.

Thank you, Charlie. As I mentioned, any vote cast today by electronic ballot are subject to final verification by the inspector of elections. The company will report the final vote tallies for all proposals on a Form 8-K to be filed within 4 business days of this annual meeting. Also, as mentioned earlier, we have with us today Sarah Miller of Ernst & Young, our independent registered public accounting firm. Sarah, does Ernst & Young wish to make any statement at this time?

No, Mr. Chairman, we do not.

Thank you so much, Sarah. This concludes the official business of the meeting, and I hereby declare adjourned. We will now move to the question-and-answer session. With the conclusion of the formal portion of our meeting, the web portal is now closed for accepting additional questions. At this time, I would like to turn the meeting over to Don Duda, our President and Chief Executive Officer. Don?