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

Good morning. I am Jim Scapa, Chief Executive Officer and Chairman of the Board of Directors for 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 would 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. I would like to express my sincere appreciation to those stockholders who attended the adjourned annual meeting on May 20. 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: Dr. Mary Boyce, Mr. Brett Chouinard, Mr. Steve Earhart, Mr. Richard Hart, Ms. Trace Harris and Mr. Jan Kowal. We also have present Frank Maselli and Stephanie Ellis, representatives from our auditor, Ernst & Young; Charles Zade of American Election Services, LLC, who will act as the independent inspector of elections; Matt Brown, Altair's Chief Financial Officer; Raoul Maitra, 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 have asked our counsel to make certain preliminary announcements.

Good morning. This is Raoul Maitra. 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 notice -- and that the notice meet certain requirements. The company did not receive any such notice, and as such, voting will be confined only to the 5 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 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 meeting is not a public forum for the purposes of 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 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 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, 2021, with the supplement to the proxy statement filed on May 13, 2021. The proxy statement describes the record date for 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 Charles Zade 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?

Mr. Chairman, the Board of Directors selected March 25, 2021, as the record date for the annual meeting. On the record date, there were 45,422,380 shares of Class A common stock and 29,600,192 shares of Class B common stock outstanding. A total of 43,645,347 Class A shares and a total of 29,600,192 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.

Thank you. Since a quorum is present, we may now proceed to the business of the meeting. To assure an orderly meeting, I will first entertain motions for the 5 proposals to be 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'll 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 first and fifth proposals of the proxy statement, the Board of Directors has nominated each of Mary Boyce and Jim Anderson for election as a Director.

This is Dave Simon. As a stockholder, I move to Elect Mary Boyce as a Director for the terms described in the proxy statement.

This is Trace Harris. I second the motion.

This is Dave Simon again. And as a stockholder, I move to elect Jim Anderson as a Director for the terms described in the proxy statement.

This is Trace Harris again, and I second the motion.

This is Mr. Scapa again. The second proposal relates to the approval of the company's 2021 Employee Stock Purchase Plan, as described in the proxy statement.

This is Trace Harris. As a stockholder, I move to approve the second proposal in the proxy statement.

This is Mary Boyce, and I second the motion.

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