American Coastal Insurance Corporation (ACIC) Earnings Call Transcript & Summary

Good afternoon, ladies and gentlemen. I am Brad Martz, President and CFO of United Insurance Holdings Corporation. Today marks the second time our company is conducting its annual meeting of stockholders virtually via live audio webcast. Due to the public health impact of the COVID-19 pandemic and out of an abundance of caution to support the health and well-being of our employees and stockholders, our Board has determined that it is prudent that this year's annual meeting be held in virtual-only format. Joining me today is UPC's General Counsel, Brooke Adler, as well as members of our Board of Directors and representatives of Deloitte & Touche LLP are participating in this webcast. I would also like to introduce [ Jessica Stratmann ], who will serve as Inspector of Elections for this meeting. Before we proceed with the items on our agenda, I would like to mention today's meeting procedures, which are available on the virtual meeting website together with the agenda for today's meeting and our annual report and proxy statement. In order to provide for an orderly meeting, we will begin by attending to the formal business of the meeting. After the formal meeting is adjourned, we will be responding to written questions from stockholders. Stockholders can submit questions at any time through the end of the Q&A portion of the meeting on the virtual meeting website. All questions must be deemed appropriate and suitable for discussion in this forum. Stockholders will be allowed a maximum of 2 questions each. The general order of business will be to confirm proper notice was given for this meeting, and that a quorum is present to transact business. We will then accept the matters to be considered and receive a report on the voting results. Brooke Adler, our General Counsel, will act as Secretary of the meeting. Brooke , please report on the notice of this meeting and its mailing.

Thank you. American Stock Transfer & Trust Company, LLC, the company's transfer agent, has provided an affidavit stating that the notice of the annual meeting of stockholders, along with the company's proxy statement, form of proxy card and 2020 annual report to stockholders were mailed on or about April 9, 2021 to each stockholder of record as of March 5, 2021, the record date for this meeting. A list of stockholders entitled to vote at this meeting has been made available for the examination of any stockholder for any purpose germane to the meeting by e-mail request to [email protected]. As provided in the notice of the annual meeting of stockholders, this meeting is being held for the purpose of electing 4 directors to serve as Class A directors until the 2023 annual meeting of stockholders and ratifying the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021.

Brooke, will you please now report on the attendance of the meeting?

Mr. Martz, as of the March 5, 2021 record date, there were 43,087,290 shares of the company's common stock outstanding and entitled to vote at this meeting. We are informed by the Inspector of Elections that there are approximately 39,181,000 shares of common stock present via webcast or represented by proxy at this meeting, which is approximately 91% of the total number of shares entitled to vote. Therefore, pursuant to Article 2, Section 5 of the amended and restated bylaws, a quorum is present.

Thank you very much. I declare that a quorum is present and qualified to transact business, and that the meeting is now properly convened. In addition, I direct that the report of the Inspector will be filed with the records of the meeting. Stockholders can vote their shares or change their votes online from now through the closing of the polls by clicking on the link provided on the screen. If you have previously voted by proxy and do not wish to change your vote, your vote will be cast as previously instructed, and no further action as required. The first item of business to come before this meeting is the election of the 4 Class A directors for terms to expire at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The Board recommends the election of the following nominees for the Class A directors: R. Daniel Peed, Gregory C. Branch, Michael R. Hogan, Kent G. Whittemore. The second item of business to come before this meeting is the ratification of the appointment of Deloitte & Touche LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2021. The Board and its Audit Committee recommend that stockholders vote to ratify the appointment of Deloitte & Touche LLP as the independent registered public accounting firm for the year ended December 31, 2021. That concludes the matters to be voted on as outlined in the notice of the annual meeting. The polls have been open for voting since the beginning of this meeting. I now ask that stockholders who have not yet voted or wish to change their vote relating to the 2 proposals do so now through the virtual meeting website and that the Inspector of Elections record these votes and submit a certificate as to the results of the voting. If you previously voted by proxy, you do not need to vote today unless you wish to change your vote. Having requested all stockholders to submit their votes through the virtual meeting website. I now declare the polls closed with respect to all proposals. [ Jessica ], will you now announce the results of the voting?

Mr. Martz, I have tabulated the results of the voting and based on a preliminary count, each of the Class A director nominees have been elected and the appointment of Deloitte & Touche LLP as the company's independent auditors for fiscal 2021 has been ratified. The voting final results will be made publicly available in a Form 8-K to be filed with the SEC within the next 4 business days.

Thank you. Based on the results, I, therefore, declare the 4 director nominees have been elected as Class A directors for the terms to expire at the 2023 annual meeting of stockholders and until their successors are duly elected and qualified. The shareholders have ratified the appointment of Deloitte & Touche LLP as the company's independent auditors for fiscal 2021. Since there is no further business to be conducted, I declare the business portion of this meeting to be adjourned. At this time, we will address appropriate written questions that have been submitted by stockholders. I see that there are no questions. So with that, I will conclude the question-and-answer portion of the meeting. Thank you for your attendance, and we appreciate your interest in our company.