Alerus Financial Corporation (ALRS) Earnings Call Transcript & Summary

Hello, and welcome to the Alerus Financial Corporation Special Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]. The meeting is about to begin.

Good morning, ladies and gentlemen. Welcome to the Virtual Special Meeting of Stockholders of Alerus Financial Corporation. I'm Dan Coughlin, Chairman of the Board of Alerus. It is my pleasure to serve as Chairman for this meeting. Before we move to the business at hand, there are a few housekeeping items I will address related to today's virtual meeting. If you have not yet voted and wish to vote or if you wish to revoke a previously submitted proxy, you may do so by clicking the proxy voting site, the proxy voting site link on the left side of your screen. To vote your shares, you will need the 11-digit control number provided on the proxy card. Logging in with your control number will also allow you to submit questions. You will not be able to submit questions if you've logged in as a guest. We have reserved time later in the meeting to address any questions related solely to today's agenda. [Operator Instructions]. Please note that in the interest of all stockholders, we will only address those questions that are related to the matters that are being voted on at this special meeting. We appreciate your understanding. For any general business questions about Alerus, please refer to the information available on our Investor Relations website, which includes our SEC filings. At this time, I will call the meeting to order. Now to the business of the meeting. Nick Brenckman will act as secretary of this meeting. Stockholders will -- who have already voted by Internet, telephone or mail need not vote again online at this meeting. Your voting instructions will be carried out this morning by the appointed proxies, they are Kari Koob and Nick Brenckman. Mr. Brenckman, will you please review the matters related to the organization of this meeting.

Thank you, Mr. Chairman. I received an affidavit of mailing from Equiniti Trust Company, LLC, which states that mailing of the notice of the meeting and the related proxy materials commenced on August 5, 2024, to all stockholders of record as opposed of business on the record date, July 25, 2024. The polls have been open for voting on the matters listed in the notice since August 5, 2024. The polls will close for voting on any item when discussion has been completed on that item. Since no stockholder proposals were filed in advance of this meeting as provided in Alerus' bylaws, the business of this meeting is limited to the matters listed in the notice. An alphabetical list of stockholders entitled to vote at this meeting with the number of shares held by each, is present and available electronically for inspection at this meeting. The list has been available for the 10 days preceding this meeting. The notice of the meeting and affidavit of mailing of the notice will be inserted in Alerus' minute book. There are in excess of 15,327,300 common shares represented at this meeting, which constitutes approximately 76.9% of the outstanding shares entitled to vote here today. Since the majority of the outstanding voting shares are represented here today, a quorum is present. As Secretary of this meeting, I declare a properly constituted meeting, duly organized and ready for business. We will now proceed with the business of the meeting. To act as the Inspector of Election, the Board has appointed Chad Johnson. Mr. Johnson has been duly sworn in and his oath will be filed with the records of the meeting. That completes the necessary formalities.

Thank you. The first item of business today is the approval of the adoption of the agreement and plan of merger dated as of May 14, 2024, between Alerus and HMN Financial, Inc., pursuant to which HMN Financial will merge with and into Alerus and Alerus will issue shares of its common stock for consideration. The only other proposal on the ballot is the approval of the adjournment and rescheduling of this special meeting to permit further solicitation in the event that an insufficient number of votes are cast to approve the foregoing merger proposal. Both proposals were described in detail in the proxy statement provided prior to this special meeting. We shall now proceed to vote on these proposals. You are entitled to 1 vote for each share registered in your name. Approval of the merger proposal requires the affirmative vote in person or by proxy of the holders of a majority of the outstanding shares of Alerus common stock entitled to both. Approval of the adjournment proposal requires the affirmative vote of a majority of the shares represented at this special meeting in person or by proxy and entitled to vote. We will now take any stockholder questions related to today's agenda. [Operator Instructions]. As noted at the beginning of the meeting, we will only address those questions that are related to the matters that are being voted on at this meeting.

Mr. Chairman, we have not received any questions.

Okay. Since we have not received any questions regarding the business before this meeting, the question-and-answer session is now closed. If you have not already done so, we remind you to submit your vote on each matter by clicking the proxy voting link on the left side of your screen. Voting is about to be closed. [Voting]

I now declare that the polls are closed on all matters before the stockholders. That concludes the voting on the proposals to be considered at this meeting. The votes have been tallied by the inspector and the results of the vote are as follows: the merger proposal received the affirmative vote of the holders of a majority of the outstanding shares of Alerus common stock entitled to vote. Accordingly, the merger proposal has been approved. Because the merger proposal was approved, it will not be necessary to discuss the adjournment proposal. The inspector is directed to submit a certificate of Inspector of Election to be filed with the Secretary for insertion into Alerus' minute book together with the minutes of this meeting. That concludes the items on the agenda, and I declare that this meeting is adjourned. Thank you very much, ladies and gentlemen, for attending our virtual special meeting.