Altair Engineering Inc. (ALTR) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to the Altair Engineering, Inc. Annual Meeting. [Operator Instructions] I would now like to hand the conference over to your speaker today, James Scapa. Thank you. Please go ahead, sir.

Thank you, and good morning. I'm Jim Scapa, Chief Executive Officer and Chairman of the Board of Directors of Altair Engineering, Inc. I'd like to welcome each of you to our annual meeting of stockholders being held this year by remote communication. I'd like to take a moment to thank each employee and each director for their continued hard work during these unprecedented and uncertain times. As we navigate through the current climate, our dedicated staff is what will allow us to succeed. Before I begin the formal portion of this meeting, I would like to take this opportunity to introduce our other Board members in attendance today: Mary Boyce, Brett Chouinard, Steve Earhart, Richard Hart, Trace Harris and Jan Kowal. We also have present, Frank Maselli and Stephanie Ellis, representatives of our auditor, Ernst & Young; Lou Larsen of American Election Services, LLC, who will act as the independent inspector of elections; Howard Morof, Altair's Chief Financial Officer; Raoul Mitra, Altair's Chief Legal Officer; Dave Simon, Altair's Chief Administrative Officer; and Brian Gayle, Altair's Chief Accounting Officer. Peter Ehrenberg, our outside Corporate Counsel, is also present. After the formal portion of the meeting has been completed, we will provide time for general questions. Only validated stockholders will be able to ask questions in the designated field on the web portal. Out of consideration for others, please limit yourself to 3 questions. Please note, we will attempt to answer as many questions as time allows, but only questions that are germane to the meeting will be addressed. I've asked our counsel to make certain preliminary announcements. Raoul?

Good morning. First, please note that the company's bylaws provide that any business brought before an annual meeting by a stockholder, which is not specified in the notice of meeting, must be submitted in writing in advance to the secretary of the company and that the notice must meet certain requirements. The company did not receive any such notice and as such, voting will be confirmed to only the 3 proposals outlined in the proxy statement. Second, any nonhistorical statements that the company will make today will constitute forward-looking statements under the Private Securities Litigation Reform Act of 1995. Actual results could differ materially from these statements as a result of a number of risks and uncertainties, including the risks that the company has cited in its most recent 10-K and 10-Q filings with the Securities and Exchange Commission and that Altair typically cites in its press releases. Also I would like to remind everyone that this is a meeting, is not a public forum for purposes of the SEC's regulation FD. As a result, while the company would be happy to provide you with general background information about the company, we will not be able to provide you with the material nonpublic information at this meeting. Mr. Scapa asked me to include with the minutes of the meeting a copy of the affidavit of distribution, a certified list of stockholders, a notice of meeting and the proxy statement, which we refer to as the proxy materials. The notice of meeting and proxy statement were filed with the Securities and Exchange Commission on April 9, 2020. The proxy statement describes the record date of this meeting and the number of eligible votes of Class A common stock and Class B common stock outstanding on that date. Prior to the meeting, Mr. Scapa appointed Lou Larsen as the inspector of elections and he has taken the appropriate oath.

At this point, I will call the formal portion of our meeting to order. Will the inspector of elections please report on the existence of a quorum?

The Board of Directors selected March 24, 2020, as the record date for the annual meeting. On the record date, there were 41,776,092 shares of Class A common stock and 31,050,732 shares of Class B common stock outstanding. A total of 39,621,108 Class A shares and a total of 31,050,732 Class B shares are present in person or by proxy at this meeting, representing at least a majority of the voting power. Accordingly, a quorum is present.

Since a quorum is present, we may now proceed with the meeting with the business of the meeting. To assure an orderly meeting, I will first entertain motions for the 3 proposals being presented at today's meeting. I will then entertain questions and comments from any stockholder wishing to ask questions or make comments. We will respond to questions to the extent that they do not require the disclosure of material nonpublic information. At an appropriate point, I will end the question-and-comment period. At that time, we will give stockholders an opportunity to vote or, if they have previously voted, to change their votes. I will then declare the polls closed and ask the inspector of elections to provide a preliminary voting tally. The final votes will be reported by the company in an 8-K. As indicated in the proxy statement, the Board of Directors has nominated each of myself and Steve Earhart for election as a director.

This is Mr. Morof, as a stockholder, I move to elect James Scapa and Steve Earhart as directors for the terms described in the proxy statement.

This is Mr. Chouinard. I second the motion.

The second proposal relates to the nonbinding advisory vote on the executive compensation of the company's named executive officers as described in the proxy statement.

This is Dr. Boyce. As a stockholder, I move to approve the resolution set forth in the second proposal in the proxy statement.

This is Mr. Earhart. I second the motion.

The third proposal relates to the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2020.

This is Mr. Earhart. As a stockholder, I move to approve the third proposal.

This is Mr. Chouinard. I second the motion.

I will now entertain any questions that stockholders may wish to raise and any comments that stockholders wish to make regarding the proposals submitted at this meeting or regarding Altair Engineering in general. Please note that representatives from our independent registered public accounting firm are also present and available to answer appropriate questions from stockholders.