ACRES Commercial Realty Corp. (ACR) Earnings Call Transcript & Summary

Good morning. I'm Andrew Farkas, Chairman of the Board of Directors of Exantas Capital Corporation. This morning, I will be acting as Chairman of the meeting. It's my pleasure to welcome you all. It's 11:00, and in accordance with the notice of the meeting, I call to order the 2020 Annual Meeting of Stockholders of Exantas Capital Corporation. [Operator Instructions] We will address questions at the end of the meeting. Before proceeding, I'd like to make certain introductions and announcements. I'd like to introduce the Directors present at the meeting. The 8 Directors who are standing for election to 1-year terms on the Board of Directors to end at the end of the 2021 Annual Meeting of Stockholders are Jeffrey Cohen, William Hart, Gary Ickowicz, Steven Kessler, Murray Levin, Sherrill Neff, Henry Silverman and myself. I'd also like to introduce representatives of Grant Thornton present at the meeting, Michael Pramberger, who will be available after the meeting for any questions. Tom Elliott is also present and will be serving as a Judge of Election at this meeting. I hereby appoint Shelle Weisbaum, our Senior Vice President and Secretary to act as secretary of this annual meeting and record the minutes. Ms. Weisbaum will now report on the mailing of the notice of this meeting and the presence of a quorum. Shelle?

This meeting is held pursuant to a printed notice mailed on or about April 27, 2020, to each stockholder of record on April 17, 2020, who is entitled to vote. I have an affidavit of mailing, establishing that notice of this meeting was duly given. A list of stockholders entitled to vote at this meeting has been available for the past 10 days and is available for examination by any stockholder desiring to do so. All documents concerning the call and the notice of the meeting will be filed with the records of the meeting. Thomas Elliott is acting as the Judge of Elections for this meeting and any adjournment or postponement thereof. The Judge of Elections has delivered an oath of office to the secretary. The Judge of Elections has informed us that the count of shares present immediately prior to the commencement of this meeting indicated that 27,304,326 shares of the company's voting capital stock were present in person or by proxy. This is approximately 85% of the stock of the company entitled to vote at the meeting.

Thank you, Shelle. I hereby declare a quorum to be present at the meeting.

The polls are now open for voting on each of the proposals. It is not necessary to vote at this meeting if you have previously sent in your signed proxy. However, if you now want to vote at this meeting or change your vote, you may do so by following the instructions on your screen.

The first item of business to be acted upon by the stockholders is the election of 8 Directors of the company. To make a proposal, I recognize Murray Levin, an independent member of the Board of Directors, who is also Chairman of the Nominating and Corporate Governance Committee of the Board. Murray?

Thank you, Andrew. On behalf of the Board of Directors of Exantas Capital Corp., I hereby nominate for election as Directors of the company to serve for terms expiring on the date of the Annual Stockholders' Meeting in 2021 and until their respective successors are duly elected and qualified, the following individuals: Jeffrey P. Cohen, Andrew L. Farkas, William B. Hart, Gary Ickowicz, Steven J. Kessler, Murray S. Levin, P. Sherrill Neff, Henry R. Silverman.

We've heard the motion, is there a second?

I second the motion.

The company's Board of Directors recommends approval of this proposal. Upon conclusion of all matters on the agenda, you'll be asked to mark your ballots and the ballots be collected and tabulated. Second item of business to be acted upon by the stockholders is the nonbinding advisory vote on the compensation of our named executive officers as set forth in the proxy statement. To make the proposal, I recognize Steven Kessler, an independent member of the Board of Directors, who is also Chairman of the Compensation Committee of the Board. Kessler?

Thank you. Thank you, Andrew. On behalf of the Compensation Committee of the Board of Directors of Exantas Capital Corp., I hereby move to approve the compensation paid to the named executive officers as disclosed, pursuant Item 402 of Regulation S-K, including the compensation discussion and analysis, compensation tables and narrative discussion included within the proxy statement.

We've heard the motion. Is there a second?

I second the motion.

The company's Board of Directors recommends approval of this proposal. The final item of business to be acted upon by the stockholders is to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. To make the proposal, I recognize Sherrill Neff, independent member of the Board of Directors who's also Chairman of the Audit Committee of the Board. Sherrill?

Thank you, Andrew. On behalf of the Audit Committee of the Board of Directors of Exantas Capital Corp., I hereby move to ratify the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

Thank you for the motion. Is there a second?

I second the motion. The company's Board of Directors recommends approval of this proposal. I'd now ask Ms. Weisbaum to commence the voting. Shelle?

The polls are about to close. So if you have not yet voted, please do so. [Voting]

I will now ask the Judge of Election that we may close the polls.

You may close the polls.

Will the secretary please report the results of the balloting?

The polls are now closed for voting. No ballot, proxy or revocation thereof will be accepted from this point forward. The Judge of Elections is directed to tally the proxies and ballots and prepare the report. Ballots have been counted and more than a majority of the shares represented at the meeting in person or by proxy have been voted for the following: the election of Jeffrey Cohen, Andrew Farkas, William Hart, Gary Ickowicz, Steven Kessler, Sherrill Neff and Henry Silverman for terms expiring on the date of the annual meeting in 2021; for the approval of the compensation paid to the named executive officers as disclosed in the proxy statement; and ratifying the appointment of Grant Thornton as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020. The actual vote tabulation is available for inspection upon request.

If there is no other business, this concludes our meeting. And I thank you to all in attendance and for the -- I thank the Board of the company and the executive officers. Have a good day.