Amalgamated Financial Corp. (AMAL) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Amalgamated Bank Annual Meeting 2020. [Operator Instructions] I would now like to hand the conference over to your speaker today, Ms. Lynne Fox. Thank you. Please go ahead, ma'am.

Thank you very much. Good morning, ladies and gentlemen, and welcome to the Annual Meeting of Amalgamated Bank. I'm Lynne Fox, Chair of the Board. I'm also International President of Workers United, and it's my pleasure to welcome you here today for this meeting. So thank you for joining us today. These have been and continue to be challenging times. In that regard, although we would obviously prefer an in-person format, we're excited to be hosting our first virtual annual meeting. This format allows us to be more inclusive and reach a greater number of our shareholders. We have shareholders attending via the web portal, and we will conduct the business portion of our meeting first and answer questions at the end of the meeting. Even though we might not be able to answer every question, we'll do our best to provide a response to as many as possible, and we'll address any unanswered questions on our corporate website shortly after the meeting. So in keeping with the digital approach to this year's meeting, it's now 9:01 Eastern Time on April 29 and this meeting is officially called to order. Several members of management are in attendance today, including Keith Mestrich, our President and CEO; Drew LaBenne, our Senior EVP and CFO; and Deborah Silodor, our EVP and General Counsel. It's also my pleasure to introduce the other nominees for election to the Board who are present at least virtually at today's meeting. Donald Bouffard. Mr. Bouffard is Chair of the Audit Committee. He is a CPA and spent 34 years at Crowe LLP until his retirement in 2009. He has served on our Board since 2012. Maryann Bruce. Ms. Bruce joined our Board of Directors in August 2018 after a 30-plus year career in the financial services industry, including service on the Boards of MBIA and Atlanta Life Financial Group, and President of Evergreen Investment Services, a subsidiary of Wachovia Bank. She's currently President of Turnberry Advisory Group, a private consulting firm. Patricia Diaz Dennis. Ms. Diaz Dennis is Chair of the bank's compensation committee. She joined the Board in August 2018. She's an attorney and has decades of corporate legal experience, including service, on the Boards of Massachusetts Life and Telemundo and various senior legal positions at AT&T. Robert Dinerstein. Mr. Dinerstein is Chair of the bank's compliance and operational risk committee. He joined our Board in 2011 after a long legal career in private practice and financial institutions, including serving as a department head at Greenberg Traurig and senior executive at UBS. Mark Finser. Mr. Finser was Chair of the Board of New Resource Bank and joined our Board at the time of the merger in May 2018. He formally served as President and then Chair of the Board of Trustees of RSF Social Finance. Julie Kelly. Ms. Kelly has served on our Board since April 2010. She is the General Manager of the New York-New Jersey Regional Joint Board of Workers United, and is the International Vice President and member of the General Executive Board of Workers United. John McDonagh. Mr. McDonagh is Chair of the bank's credit policy committee. He has served on our Board since January 2013. Mr. McDonagh retired from JPMorgan Chase as a Managing Director of JPM's Global Special Credit Group after having served in various positions at JPM for 38 years. Robert Romasco. Mr. Romasco is our Lead Independent Director and Chair of the Governance and Nominating Committee. He has served on our Board since September 2014. Prior to retiring, Mr. Romasco served as President, Chief Volunteer Spokesperson and Director at AARP. Prior to that, he spent his career in various marketing positions. Edgar Romney Sr. Mr. Romney is Chair of the bank's Trust Committee. He has served on our Board since 1995. He is Secretary Treasurer of Workers United. Steve Sleigh. Mr. Sleigh has served on our Board since March 2015. He is the designee of The Yucaipa Companies. Since 2015, he has run a consulting business called Sleigh Strategy. And prior to that, he was Director of the International Association of Machinists National Pension Fund. We're very proud of our Board members, and we're grateful for their dedicated service. I'd also like to introduce Brian Hecker, a representative from Crowe, our independent auditors, who are also attending virtually today. We indicated in our proxy statement that representatives of Crowe would be available to respond to appropriate questions directed to them and to make a statement if they desire to do so. I am advised that no stockholder questions have been submitted, and that none that were directed to Crowe. And they have advised me that they don't wish to make a statement. And additionally, Neil Grayson, our Corporate Counsel from Nelson Mullins Riley & Scarborough LLP, is with us today. And finally, before we begin the business of the meeting, I would also like to announce that Tracy Oats has been appointed to act as inspector of election. Ms. Oats is with us today and has taken the oath of inspector of election earlier today. Debbie Silodor will serve as Secretary of the Meeting and record the proceedings. And so now, Debbie, would you please review the matters related to the organization of this meeting?

Good morning, everybody. The Board of Directors fixed March 11, 2020, as the record date for determining stockholders entitled to vote at the meeting. An affidavit has been delivered attesting to the fact that either Notice of Internet Availability of the Notice of Meeting, the proxy statement and the 2019 annual report to stockholders or the documents themselves were mailed on or about March 20, 2020, to the holders as of the record date of the company's Class A common stock. The affidavit will be incorporated into the minutes of this meeting. The stockholder list shows that, as of the record date, there were 31,296,703 shares of Class A common stock outstanding and entitled to vote at this meeting. A certified list of stockholders as of the record date is available for inspection during the meeting via the virtual portal. I am informed by the Inspector of Election that they are represented in person or by proxy, shares of common stock representing 28,761,163 votes or approximately 91.71% of the outstanding shares entitled to vote on the record date. This constitutes for quorum present for purposes of transacting business. I'll turn it up back to Lynne.

Thank you, Deb. So having been advised that the presence of a quorum, I declare this meeting duly and validly called, convened and open for the business properly brought before it. And so ladies and gentlemen, this is your annual meeting. We want it to be as informative as possible. We want you to have the opportunity to express yourselves on any pertinent issue. Regarding the business of the meeting, if you have not yet received a copy of the agenda or the rules of procedure, a copy of each is available via the web portal. The meeting will take place as described in the agenda and the rules of procedure. When an item of business on the agenda is before the meeting for consideration, questions and comments should be limited to that item. Also, stockholders wishing to ask questions or submit comments may do so at this time. Only validated stockholders may ask questions or submit questions in the designated field on the web portal. Out of consideration for others, please limit yourself to one question. So it is now 9:09 Eastern Time on April 29, 2020 and the polls are now open. Any stockholder who has not yet voted or wishes to change their vote may do so by clicking on the Voting button on the web portal and following the instructions there. Stockholders who have sent in proxies or voted via telephone or internet and do not want to change their vote, do not need to take any further action. The polls for voting will close immediately following the reading of the proposals to be voted upon and of course, responding to any appropriate questions that have been received, if any. Now I will present the matters to be voted upon. Proposal 1 is the election of directors. The current Board has nominated Lynne Fox, Keith Mestrich, Donald Bouffard, Maryann Bruce, Patricia Diaz Dennis, Robert Dinerstein, Mark Finser, Julie Kelly, John McDonagh, Robert Romasco, Edgar Romney Sr. and Stephen Sleigh. No other nominations having been submitted in accordance with the company's bylaws, I hereby declare nominations closed. Proposal 2 is the vote to ratify the appointment of Crowe LLP as our independent registered public accountants for 2020. This is an advisory vote. However, an adverse vote will be considered a direction to the audit committee to consider other auditors for the following year. Proposal 3 is a vote to approve the amended and restated organization certificate of the bank as set forth in the company's proxy statement provided to stockholders in conjunction with this meeting. Proposal 4 is the vote to approve the employee stock purchase plan as set forth in the company's proxy statement provided to stockholders in conjunction with this meeting. Proposal 5 is the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. As an emerging growth company, we currently are not required to conduct these votes, often referred to as a say-on-pay vote, but have opted to do so as a matter of good governance. It's a nonbinding vote, although the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. Are there any questions or comments on any of the proposals? Let me just check. I don't see any. If not, we will proceed with the agenda. So now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Amalgamated Bank Annual Stockholder Meeting closed at 9:12 a.m. Eastern Time on April 29, 2020. I have been informed by the inspector of election that the preliminary vote report shows that all nominees for election to the Board have been duly elected, and that the selection of Crowe as the company's registered independent accounting firm, the adoption of the amended and restated organization certificate, the employee stock purchase plan and the compensation of the named executive officers on an advisory basis, all have been approved by the requisite vote. We will be reporting the final vote results in a current report on Form 8-K to be filed with the Federal Deposit Insurance Corporation and posted on our corporate website within 4 business days following this meeting. So based upon the report of the inspector of elections, I declare Lynne Fox, Keith Mestrich, Donald Bouffard, Maryann Bruce, Patricia Diaz Dennis, Robert Dinerstein, Mark Finser, Julie Kelly, John McDonagh, Robert Romasco, Edgar Romney Sr., and Stephen Sleigh to be duly elected as directors of Amalgamated Bank to serve until their successes are elected and qualified. I also declare the selection of Crowe as the company's registered independent accounting firm, the adoption of the amended and restated organization certificate, the adoption of the employee stock purchase plan and the compensation of the named executive officers on an advisory basis approved by the stockholders. The inspector is directed to submit a certificate of inspector of election to be filed with the secretary for insertion in the company's minute book together with the minutes of this meeting. There being no further business to come before the meeting, the 2020 Annual Meeting of Stockholders of Amalgamated Bank is now adjourned. I thank you for attending, and we look forward to maybe seeing some of you in person next year. I don't see any questions that have been submitted. Let me just confirm that. There have been no questions submitted. So with that, we will adjourn the meeting, and I thank everybody for attending. And welcome and good luck and stay safe. Thank you very much.

Ladies and gentlemen, this concludes today's conference. You may now disconnect.