Transcat, Inc. (TRNS) Earnings Call Transcript

Good day, and welcome to the Transcat, Inc. 2020 Annual Meeting of Shareholders. I would now like to turn the meeting over to the Chair of the meeting. Please go ahead.

Good afternoon. I'm Charlie Hadeed, Chairman of the Board of Transcat, Inc. It's my pleasure to welcome all of you to the 2020 Annual Meeting of Shareholders. We are conducting our annual meeting this year as a virtual meeting by means of a live webcast. We believe that adopting this format will enable a greater number of shareholders to participate by giving all shareholders the ability to attend, regardless of their location. In addition, this format provides for the safety of our shareholders, directors, officers, employees and their families in light of the public health concerns as a result of the COVID-19 pandemic. The agenda for the meeting is displayed on your screen. You will also find the meeting materials, including the rules of conduct and procedures available there as well. I'm now calling to order the 2020 annual meeting of shareholders of Transcat, Inc. First, I would like to introduce our directors: Rick Harrison, Director; Gary Haseley, Director and Chair of our Compensation Committee; Paul Moore, Director and Chair of our Audit Committee; Angela Panzarella; Oksana Dominach, Director; Carl Sassano, Director and Chair of our Corporate Governance and Nominating Committee; and John Smith, Director and Chair of our Technology Committee. In addition to serving as Chairman of the Board, I also serve as Chair of the Executive Committee. I would also like to introduce Lee Rudow, President and Chief Executive Officer and also a director. Also joining us today are Tom Berical and Chad Ernisse of Freed Maxick CPAs, P.C., our independent registered public accounting firm; and Jim Jenkins and Kayla Klos of Harter Secrest & Emery LLP, our General Counsel. As previously announced, Jim will be joining Transcat on Monday as our General Counsel and Vice President of Corporate Development. As with every annual meeting, there are a series of corporate formalities and matters of official business to which we must attend. With your indulgence, I will take care of those matters first, and following that, we will answer any appropriate questions from shareholders. Mike Tschiderer, our Vice President of Finance, Chief Financial Officer, Treasurer and Corporate Secretary, has in his possession a copy of the affidavit of distribution to shareholders of the notice of Internet availability of proxy materials. This affidavit will be annexed to the minutes of the meeting as Exhibit A and filed in the company's Minute Book. Mike also has in his possession a list of the shareholders of record at the close of business on July 15, 2020, the record date for the meeting set by the Board of Directors. Scott Deverell has been appointed by the Board of Directors to act as Inspector of Election for this meeting and has filed his oath as Inspector of Election with Mr. Tschiderer prior to the meeting. I'm now directing that a copy of this oath be annexed to the minutes of this meeting as Exhibit B and filed in the Minute Book. Mike, would you please advise the meeting on the quorum count?

Certainly, Charlie. There are 7,412,592 shares eligible to vote at this meeting, of which 6,456,973 shares are represented in person or by proxy. We have therefore determined that the majority of the shares entitled to vote is present at this meeting, in person or by proxy and that a quorum is present.

Thank you, Mike. Based on this report, I now declare this meeting officially open for business. [Operator Instructions] There are 3 proposals to be considered and voted on at this meeting, all of which are described in the notice of meeting and proxy statement previously made available to shareholders by the Board of Directors in connection with this meeting. The first proposal is the election of 3 directors, each to serve for a 3-year term expiring in 2023. The second proposal is to approve, on an advisory basis, the compensation of the company's named executive officers. The third and final proposal is to ratify the selection of Freed Maxick CPAs, P.C., as the company's independent registered public accounting firm for the fiscal year ending March 27, 2021. Based on the recommendation of the Corporate Governance and Nominating Committee, the Board of Directors has nominated Richard J. Harrison, Gary J. Haseley and John T. Smith as directors, each to serve for a 3-year term expiring in 2023. Any shareholder that is logged into the meeting as a shareholder and who has not already voted and wishes to vote or has already voted but wishes to change his or her vote, may do so by clicking the Vote Here button on the screen. Only the latest vote you submit will be counted. We will now pause for a moment to allow time for those shareholders to vote. [Voting]

The polls are now closed. I ask the inspector of election to tabulate the votes on the proposals and report on the results to Mr. Tschiderer. At this time, we will answer any appropriate questions from shareholders.