American Financial Group, Inc. (AFG) Earnings Call Transcript & Summary

Good morning, and welcome to the 2021 Annual Meeting of Shareholders of American Financial Group. I'm Karl Grafe, Corporate Secretary of the company. Once again, we, like many other issuers, are holding our meeting virtually to avoid the travel and gathering typically [Audio Gap] associated with AFG's annual shareholder meetings. While the AFG Board enjoys the annual opportunity to visit with long-time shareholders, clearly, the health and safety of all concerned remains the highest priority and dictates that we avail ourselves of this option. It is my pleasure to introduce your Board of Directors, each of whom has dialed in today. I will start with our co-Chief Executive Officers, Carl Lindner III and Craig Lindner, who also serve on our Board; and our lead independent Director, Greg Joseph. Also virtually with us today are our remaining directors, including John Berding, Gina Drosos, Jim Evans, Terry Jacobs, Mary Beth Martin, Evans Nwankwo, Will Verity and John Von Lehman. Joe Maniola of Ernst & Young, the company's independent registered public accounting firm, has dialed in. And while he has indicated that he does not wish to make any statement, he will be available to respond to appropriate questions from shareholders following the meeting. As is our custom, after the formal meeting has been adjourned, the Board will answer a few general questions. Only validated stockholders will be able to submit questions in the designated field on the web portal. In the interest of expediency, rather than repeating business matters discussed during the company's recent earnings conference call, we would direct shareholders to the transcript of that call, which has been posted on the company's website. Now I would like to call the 2021 annual meeting of shareholders of American Financial Group to order. The Board fixed March 26, 2021, as the record date for determining shareholders entitled to vote at this meeting. A notice of Internet availability of the notice of the meeting, the proxy statement and the 2020 annual report to shareholders or alternatively the documents themselves were distributed on or about April 2, 2021, to all company shareholders as of the record date. The shareholder list shows that as of the record date, there were 85,206,139 shares of common stock outstanding and entitled to vote at this meeting. We have been informed by our transfer agent that there are represented in person or by proxy, shares of common stock representing 77,993,932 votes or approximately 91.5% of the voting power on the record date. Since this represents more than a majority of the voting power of all issued and outstanding shares entitled to vote on the record date, a quorum is present for purposes of transacting business. There are 3 proposals for consideration by shareholders, which are all described fully in the proxy statement. After I read all of the proposals, there will be a brief period during which we will respond to any shareholder questions about the proposals. Therefore, I would ask that shareholders submit any such questions at this time in the designated field on the web portal. Proposal #1. Our first proposal is to elect 11 directors to hold office for 1 year or until their successors are duly elected and qualified. All 11 nominees have been introduced to you this morning. Proposal #2. The second proposal is the ratification of the company's independent registered public accounting firm. The company's audit committee charter provides that the audit committee annually appoint a firm of independent public accounts to service auditors. Although the audit committee has the sole authority to appoint auditors, it would like to know the opinion of shareholders regarding its appointment of Ernst & Young as auditors for 2021. And Proposal #3. The third proposal relates to an advisory vote on the compensation of our named executive officers and is required by the Dodd-Frank Wall Street Reform and Consumer Protection Act. This has been referred to as a say-on-pay vote. Since the 2011 annual meeting, we have held this vote annually based in large part on the vote of our shareholders. We ask that shareholders approve on an advisory basis the compensation of our named executive officers as disclosed in the proxy statement. While it is a nonbinding vote, the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. So again, I would ask if there are any questions or comments about any of the proposals. There being no questions, we'll declare the polls open. Any shareholder 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. Shareholders who have sent in proxies or voted via telephone or Internet and do not want to change their vote need not take any further action. And we'll take a moment. [Voting]

Okay. Now that everyone has had the opportunity to vote, I declare the polls for the 2021 annual meeting of shareholders of American Financial Group closed. And we'll take a moment to tally. Okay. Thank you. The preliminary vote report indicates with 91.5% to approximately 78 million of the 85.2 million outstanding shares voting the following. With respect to the proposal to elect directors, the 11 nominees proposed by the Board of Directors were elected by an average of 95.3% [Audio Gap] registered public accounting firm, Ernst & Young, was approved with 98% of the shares being voted in favor. And the vote on an advisory basis of the compensation of our named executive officer was approved with 94% of the shares being [Audio Gap] 2021 annual meeting of shareholders of American Financial Group, Inc. is now adjourned. Now we would like to entertain any general shareholder questions germane to the meeting that have been submitted through the web portal. We'll take a minute to [Audio Gap] Well, thank you. There being no questions, that concludes today's virtual shareholder meeting event. The AFG Board of Directors greatly values those who have invested in the company. We thank you.