Acme United Corporation (ACU) Earnings Call Transcript & Summary

Good morning. I'm Walter C. Johnsen, Chairman and CEO. I'm pleased to welcome you to the Annual Meeting of Shareholders of Acme United Corporation. This will be our first virtual shareholder meeting. Paul Driscoll, our Chief Financial Officer and Secretary, will be leading the technical proceedings of the meeting. This will be followed by a question and answer period led by the management team. You are encouraged to ask questions, and we will be happy to provide our responses. I will now turn the call -- the meeting to Paul.

Thank you, Walter. Welcome everyone to this virtual annual meeting. I hereby call the meeting to order and introduce Scott Torreso, Acme's Corporate Controller, as Inspector of Elections. I would also like to introduce our Board of Directors: Rex Davidson, Richmond Holden, Walter Johnsen, Brian Olschan, Stevenson Ward, Susan Murphy and Brian Barker. I have confirmed that all Directors are in attendance. I would also like to introduce the representative of our auditors, Kevin Cole of Marcum LLP; and our SEC and Corporate Counsel, Merritt Cole of Earp Cohn. The agenda for the meeting may be viewed through the web portal. After we have finished with the formal portion of the meeting, we will provide time for general questions. Only validated shareholders may ask questions in the designated field on the web portal. Any shareholder who has not yet voted and wishes to vote or to change their vote should do so now by clicking on the voting button on the web portal and following the instructions there. Shareholders who have not sent in proxies or voted via the Internet and do not want to change their vote do not need to take any further action. I have received an affidavit of mailing establishing that notice of this meeting was duly given to shareholders of record at the close of business on March 6, 2020. A copy of the notice of meeting and the affidavit of mailing will be included in the minutes of this meeting. Notice of the meeting has been duly given. The inspector informed me that at this meeting, there are present in person and by proxy, the holders in excess of 50% of the voting securities of the corporation issued and outstanding on March 6, 2020. This constitutes a quorum, and the meeting is legally constituted. At this time, the secretary would usually read the notice of the meeting and the minutes of the last annual meeting held on April 22, 2019. I would like to make a motion to dispense with the reading of the notice and the minutes.

I move to dispense with the reading of the notice and the minutes.

The polls have been opened via the web portal. And if you have not yet voted, you should do so now. [Voting]

I hereby declare the polls closed. The inspector of election will tabulate the votes. We will now proceed to the election of 7 directors. The current Board of Directors has nominated our incumbents: Rex Davidson, Richmond Holden, Walter Johnsen, Brian Olschan, Stevenson Ward, Susan Murphy and Brian Barker for election as Directors of the company to serve until the next annual meeting or until their successors are elected and qualified. Our bylaws require a shareholder wishing to make a nomination for director to give advance notice of any such nomination to the company. Not having received advanced notice of any other nomination, there can be no further nominations made at this meeting. The inspector of election...

The inspector of election reports that all the nominees for election to the Board have been duly elected.

We will now turn to Proposal 2, where shareholders are being asked to approve an amendment to the company's 2012 employee stock option plan. As more fully described in this year's proxy statement, the amendment to the 2012 employee stock option plan will increase the number of shares authorized to be issued under the plan from 1.180 million to 1.380 million, an increase of 200,000 shares.

Proposal 2 received a majority of the votes cast and is hereby approved.

Proposal 3 is an amendment to the company's 2017 non-salaried stock option plan. As more fully described in this year's proxy statement, the amendment to the 2017 non-salaried stock option plan will increase the number of shares authorized to be issued under the plan from 60,000 to 110,000 shares, an increase of 50,000 shares.

Proposal 3 received the majority of the votes cast and is thereby approved.

We will now turn to Proposal 4, commonly referred to as the say on pay proposal, where shareholders are being asked to vote on an advisory basis on executive compensation.

Proposal 4 has received the majority of the votes cast and is hereby approved.

Lastly, proposal 5 concerns the ratification of the appointment of our independent accountants, Marcum LLP for the fiscal year ending December 31, 2020.

The ratification of the appointment of our independent accountants, Marcum LLP, has been approved by a majority of the votes cast.

Now I would like to open the meeting for shareholder questions and comments. As Mr. Driscoll previously indicated, only validated shareholders may ask questions in the designated field on the web portal. There are no active questions. There being no further business to come before the meeting, I will entertain a motion to adjourn.

I move to adjourn the meeting.

Thank you for your attendance to the annual meeting. The Acme United Corporation 2020 Annual Meeting is now adjourned.

The conference is now concluded. Thank you for attending today's presentation. You may now disconnect.