ACCO Brands Corporation (ACCO) Earnings Call Transcript & Summary

Good morning, and welcome to ACCO Brands Corporation Annual Meeting of Stockholders. I would now like to introduce the first presenter, Boris Elisman.

Good morning, 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 2021 Annual Stockholders' Meeting. Joining me this morning is Pam Schneider, our Senior Vice President, General Counsel and Corporate Secretary. Also with us today is 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 morning, ladies and gentlemen. I draw your attention to the agenda on 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 holders of record of our common stock entitled to vote today is here at the meeting and open for inspection on the web portal. I also have in my possession the affidavit of distribution certifying that our notices of Internet availability of proxy materials were mailed to our stockholders beginning April 1, 2021. 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 sent in your proxy card or voted on the Internet or by phone 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 send in your proxy card or have not otherwise properly voted and want to vote in person at this time 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 elections. The polls are now open. [Voting]

Mr. Tod Shafer has been appointed as the inspector of election for 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. Kathleen Dvorak, our incoming Chair of the Finance and Planning Committee; Pradeep Jotwani, Chair of the Compensation Committee; Bob Keller; Tom Kroeger, our new Lead Independent Director; Ron Lombardi, our incoming Chair of the Audit Committee; Graciela Monteagudo, Chair of the Corporate Governance and Nominating Committee; and Mark Rajkowski, outgoing 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. I would also like to acknowledge 2 former directors who are not with us today. Jim Buzzard, who joined our Board in 2012 and who served as our lead independent director for the past several years, died unexpectedly early last month. Jim was an outstanding director, leader and mentor, and he will be greatly missed. In addition, Hans Michael Norkus has retired from the Board of Directors after 12 years of service. I want to thank Michael for his dedicated service and many contributions to our company. Tess Boland and Kevin Meyer from KPMG LLP, our independent auditors, are present and available to respond to appropriate questions later in this meeting. Now I would like to proceed with the matters requiring voting. There are 3 voting matters this morning. Voting will remain open until after 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 for consideration at this meeting. After each proposal is read, we will ask -- answer questions related to that proposal. If none, we will proceed to the next proposal. We will answer other questions after the voting is completed. The first item of business is the election of 8 directors. The 8 directors being elected today will serve for 1-year terms expiring in 2022 or until his or her respective successor is duly appointed and qualified. The Board has nominated each of Mr. Elisman, Ms. Dvorak, Mr. Jotwani, Mr. Keller, Mr. Kroeger, Mr. Lombardi, Ms. Monteagudo and Mr. Rajkowski to serve as directors. We have not received any questions relating to this proposal. The second voting item is the proposal to ratify the selection of KPMG as the company's independent registered public accounting firm for the year 2021. We have also 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 relating 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 is 95,485,721 common shares. The holders of 91.66% of the company's common shares are represented by proxy, constituting a quorum and, of course, more than a majority of the shares entitled to vote. Boris?

I now declare the polls closed.

I move for the adoption of the following resolution. Resolved that each of Mr. Elisman, Ms. Dvorak, Mr. Jotwani, Mr. Keller, Mr. Kroeger, Mr. Lombardi, Ms. Monteagudo and Mr. Rajkowski elected for a 1-year term expiring at the 2022 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. Each director has received a clear majority of votes cast and accordingly, each director is elected to hold office until the 2022 annual meeting or until his or her successor is otherwise duly qualified and elected.

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 2021 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 98.92% 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 2021.

I move for the adoption of the following resolution. Resolved that 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 2021 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 96.45% of the shares of common stock represented at this meeting have been 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 8-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 2021 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 the records of the meeting: a list of stockholders entitled to vote at this 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. We will now address any questions received from the shareholders. And I'm going to wait a few minutes to see if there are any questions that will come in on the web platform from the shareholders. Okay. With no questions submitted, I want to thank everyone for attending the 2021 Annual Meeting of Stockholders of ACCO Brands Corporation. And Jamie, you can now disconnect the call.