ACCO Brands Corporation (ACCO) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. Thank you for joining us today. I am Boris Elisman, Chairman, President and CEO of ACCO Brands Corporation. And I'm pleased to host our Annual Stockholders Meeting. Joining me this afternoon is Pam Schneider, our Senior Vice President, General Counsel and Corporate Secretary. Also with us today are Neal Fenwick, our Executive Vice President and Chief Financial Officer; and John Moynihan, Associate General Counsel. Now Pam will outline the procedures for conducting our annual meeting. Pam?

Thank you, Boris. Good afternoon, ladies and gentlemen. I draw your attention to the agenda on the right side of your screen. If you have questions or comments about matters not on the formal agenda, please hold them until the question-and-answer period at the end of our meeting. We will be pleased to entertain appropriate questions and comments at that time. Also, please note the rules of conduct for this meeting, which are available on the web portal. We kindly ask that you observe these rules so we can ensure the orderly conduct of the business of this meeting. Boris, the certified alphabetical list of the holders of record of our common stock entitled to vote today is here at the meeting and open for inspection on the portal. I also have in my possession the affidavit of distribution, certifying that our notices of Internet availability of proxy material were mailed to our stockholders beginning April 3, 2020. As of that date, our annual report on Form 10-K and proxy statement were also made available to stockholders. The Affidavit will be filed with the minutes of this meeting. If you have already voted and sent in your proxy card or voted on the Internet or by telephone and do not wish to change your vote, you do not need to do anything at this time. Your vote has already been counted. However, if you did not receive -- send in your proxy card or you have not otherwise properly voted and want to vote in person at this time, and if you -- or if you want to change your proxy, you can cast your vote on the web portal. Any votes collected during this meeting will be included in the final report of the Inspector of Election. The polls are now open. [Voting]

Mr. Tod Shafer has been appointed as the Inspector of Election at this meeting, and is in attendance. Mr. Shafer has provided me with his oath, which will also be filed with the minutes of this meeting. Boris?

Now I would like to acknowledge the presence at our meeting today of all of our directors: Jim Buzzard, Lead Independent Director; Kathleen Dvorak, Chair of the Audit Committee; Pradeep Jotwani, Chair of the Compensation Committee; Bob Keller; Tom Kroeger; Ron Lombardi; Hans Michael Norkus, Chair of the Executive Committee; Graciela Monteagudo, Chair of the Corporate Governance and Nominating Committee; and Mark Rajkowski, Chair of the Finance and Planning Committee. I would like to thank all of our Directors for the time and effort they devote to ACCO brands. All of our Directors are exceptionally dedicated and conscientious. Also, Tess Boland and Kevin Meyer from KPMG LLP, our independent auditors, are present and available to respond to appropriate questions later at this meeting. Now I would like to proceed with the matters requiring voting. There are 3 voting matters this afternoon. Voting will remain open until after we finish reading each of the proposals properly brought for consideration at this meeting. Pam will now review the agenda items.

There are 3 proposals properly brought before consideration at this meeting. After each proposal is read, we will answer questions related to that proposal. If none, we will proceed to the next proposal. We will answer other questions after the voting is complete. The first item of business is the election of 10 Directors. The 10 Directors being elected today will serve for 1-year terms expiring in 2021 or until his or her respective successor is duly elected and qualified. The Board has nominated each of Mr. Elisman, Mr. Buzzard, Ms. Dvorak, Mr. Jotwani, Mr. Keller, Mr. Kroeger, Mr. Lombardi, Mr. Norkus, Monteagudo and Mr. Rajkowski to serve as Directors. We have not received any questions relating to this proposal. The second voting item is a proposal to ratify the selection of KPMG LLP as the company's independent registered public accounting firm for the year 2020. We have not received any questions relating to this proposal. The third voting item is a nonbinding advisory vote on the compensation of our named executive officers, those being the officers listed in the summary compensation table included in the proxy statement for this meeting. We have not received any questions related to this proposal. Boris?

That completes the description of the voting items. Pam, please advise if a quorum is present today.

Mr. Chairman, the number of shares outstanding and entitled to vote at this meeting was 94,447,617 common shares. The number of shares present in person or by proxy is not less than 47,223,810 shares, and therefore, a quorum is present. Boris?

I now declare the polls closed.

I move for the adoption of the following resolution: resolved that each of Mr. Elisman, Mr. Buzzard, Ms. Dvorak, Mr. Jotwani, Mr. Keller, Mr. Kroeger, Mr. Lombardi, Mr. Norkus, Ms. Monteagudo and Mr. Rajkowski be elected for a 1-year term expiring at the 2021 Annual Meeting or until his or her respective successor is duly elected and qualified.

I second that motion.

Pam, would you please provide us with the results of the voting as reported by the Inspector of Election?

I have the Inspector's preliminary report on the first item on the agenda. The preliminary report indicates that with respect to each Director nominee, the number of shares voted for the election of the nominee exceeds the number of shares voted against the nominee, with abstentions not counted as a vote for or against the nominee. Accordingly, each Director has an elected with votes in excess of 90%, representing a clear majority of votes cast to hold office until the 2021 Annual Meeting or until his or her successor is otherwise duly elected and qualified.

I move for the adoption of the following resolution. Resolved that the appointment of KPMG LLP as the independent registered public accounting firm for the company for the year 2020 is ratified.

I second that motion.

Pam, would you please provide us with the results of the voting as reported by the Inspector of Election?

I have the preliminary inspector's report on the second item on the agenda, and the proposal has passed. The preliminary report indicates that 98.78% of the shares of common stock represented at this meeting have been voted for the ratification of the appointment of KPMG as our independent registered public accounting firm for 2020.

I move for the adoption of the following resolution. Resolved that the shareholders approve, on an advisory basis, the compensation of the company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission in the company's proxy statement for the 2020 Annual Meeting of Stockholders including in the compensation discussion and analysis, the executive compensation tables and other related disclosures contained therein.

I second that motion.

Pam, would you please provide us with the results of the voting as reported by the Inspector of Election?

I have the Inspector's preliminary report on the third item on the agenda, and the proposal has passed. The preliminary report indicates that 97.89% of the common shares represented at this meeting have voted, on an advisory basis, for the approval of the compensation of our named executive officers. After the Inspector's final report has been issued, the official vote on all 3 of these items will be disclosed in a Form 10-K to be filed with the Securities and Exchange Commission. Boris?

Thank you, Pam. In view of these results, I declare that each of the nominees has been duly elected as a Director of the company to serve for the designated term; that the selection by the Board of Directors of KPMG as the company's independent registered public accounting firm for 2020 has been ratified; and that the compensation of our named executive officers was approved on an advisory basis. Pam, I ask you to file the following with records of the meeting: a list of stockholders entitled to vote at the meeting; proxies voted at this meeting; the notice of mailing and proof of mailing; Inspector's oath and reports; ballots for the 3 proposals acted upon and minutes of the meeting proceedings. The formal business portion of the meeting is concluded, and the meeting is now adjourned. I will now see if there are any questions received from the shareholders. I'll give it a minute or so.