Anterix Inc. (ATEX) Earnings Call Transcript & Summary

Ladies and gentlemen, thank you for standing by, and welcome to Anterix 2020 Annual Meeting of Stockholders. I would now like to turn the call over to Morgan O'Brien, Executive Chairman of Anterix.

Thank you. Good morning, everyone. My name is Morgan O'Brien. I'm the Chairman of the Board of Directors for Anterix Inc., and I'd like to welcome everyone to our 2020 Annual Stockholders Meeting. Thank you for joining us today. Before proceeding with today's regular order of business, I want to take a moment to acknowledge one of the major milestones we achieved this year. For those who were with us back then, when we convened for our annual meeting last August, we were in the throes of the campaign that we had aged for more than 5 years for the FCC's ruling on our 900 megahertz private broadband proposal. And while we were somewhat confident that it would come, at the time it seemed that it just wasn't happening soon enough. But we continued to press on and to be persistent with the help of a major team of talented consultants and employees. And as this ruling was very crucial, to put it mildly, to the plans we had for the company, we persisted and that left no stone unturned and boy what a difference a year has made. At today's annual meeting, I'm able to portray with pleasure that the FCC's 900 megahertz broadband report and order is now in our rearview mirror, having been issued after the unanimous vote of the FCC on May 13 of this year. It was hard fought for sure, but it was certainly worth it, especially since we announced the employees are ready to move into our next phase of post Report and Order commercialization. And for that accomplishment, while there are many people who were instrumental on getting us across that goal line, there is one person, in particular, who was unbounded in every challenge we faced along the way. To that end, I want to take a moment to acknowledge the extraordinary service of our co-founder, immediate past Chairman and my friend of almost 40 years, Brian McAuley. In July of this year, as part of our succession plan, Brian stepped down from his role as the Chairman of the Board of Directors for Anterix. And this decision marked the culmination of a distinguished career in the telecommunications field going all the way back to our early days with Nextel in the '80s and before that even. And because today's Brian's last day as a member of our Board of Directors, I didn't want to miss the opportunity to publicly acknowledge and thank him for his very pivotal role in priming Anterix for success and especially for his role in keeping all of us focused on the prizes and work diligently to secure the FCC Report and Order earlier this year. The 900 megahertz spectrum, which is at the heart of our business plan, has been nearly an obsession of Brian's for decades, and we can't express how important it is to us and how important he has been. Thank you so much, Brian, for the steadfast dedication and your unwavering leadership and friendship. To say that you'll be sorely missed is a huge understatement. Last night, as we were talking informally, I analogized Brian to the load-bearing wall that you sometimes take a look at when you're considering renovation, and you say, "I wonder if I can move that wall, whether that's a load bearing wall." Well, we know, Brian is a load-bearing wall, and we're going to have to hope that he continues to help out as our friend and adviser. We wish you God speed, Brian, on this next and even more fulfilling chapter of your life story. And back to the business at hand. Today, I'll act as Chairman of the Annual Meeting of Shareholders, and I'd like to call the meeting to order. This meeting is being held pursuant to the notice of annual meeting mailed to all of the company's stockholders as of July 20, 2020. We're hosting this meeting in a virtual meeting format due to COVID-19 in an effort to protect the health of our stockholders, our officers, Directors and employees. Following the introduction of the members of our Board of Directors, Board nominees, officers and auditors, we'll conduct the business portion of our meeting first, and then we'll answer questions related to the proposals and presented by identified stockholders during the meeting. At the end of the meeting, after our business is concluded, we'll leave a few minutes to answer any additional general questions for stockholders. So we may not be able to answer every question, we'll do our best to respond to as many as possible. Now I'd like to introduce the other members of the Board present at today's meeting: of course, Brian McAuley, Chairman of Emeritus; T. Clark, Akers; Greg W. Cominos; Greg Haller; Mark Hennessy, Lead Director; Singleton McAllister; Greg Pratt; Paul Saleh. Also the following Board nominees are present in addition to myself and are with us today: Rob Schwartz, Singleton McAllister, Greg Haller, Gregory Pratt, Paul Saleh, Leslie Daniels, Hamid Akhavan. And the company's executive officers present today, in addition to myself, are Rob Schwartz, Chief Executive Officer; Ryan Gerbrandt, Chief Operating Officer; Timothy Gray, Chief Financial Officer; Gena Ashe, the General Counsel and Corporate Secretary; and Elaine Gangeri, Chief Accounting Officer and Assistant Corporate Secretary. Now it's my pleasure to introduce Gena Ashe, our General Counsel and Corporate Secretary and Secretary of this meeting. I'll turn to her with any procedural issues that may arise.

Perfect. And thank you so much, Morgan. We are also joined here today by our outside counsel, Jeff Thacker of the Gunderson Dettmer law firm; and by our independent auditor, Lawrence Griff from Grant Thornton. Lawrence is available to answer any questions that may be placed of him at the end of the meeting. He has been appointed to serve as our independent registered public accounting firm for the fiscal year ending March 31, 2021. And he will be available to answer any questions at the end of the meeting. In addition, the company has appointed Natalie Hairston of American Election Services to act as our inspector of election for this meeting. She is also with us today. During the meeting, we will accept questions from verified stockholders related to the 4 proposals on which we are voting today. We will make every effort to reserve 10 minutes at the end of the meeting for general questions from verified stockholders. Such stockholders may ask questions or make statements about any resolution pending on the floor in the designated field in the web portal. [Operator Instructions] Please note that this meeting is being recorded. However, no one attending via the webcast is permitted to use any audio recording device. You may vote at any time during the meeting until the voting is closed. If you sent in proxies or already voted via telephone or the Internet and do not want to change your vote, you do not need to vote during today's meeting. If, however, you have not yet voted or would like to change your vote, you may do so by clicking on the voting button on the web portal and following the instructions contained therein. We will pause at that time for voting after presenting the proposal and addressing any related questions to allow you a final opportunity to vote. The Board of Directors fixed July 10, 2020, as the record date for determining stockholders entitled to vote at this meeting and the list of holders of common stock at the close of business on July 10, 2020, is available at the registered shareholders list link at the bottom of the VM portal. An Affidavit has been delivered attesting to the fact that the proxy statement and the annual 10-K themselves were mailed on or about July 20, 2020, to all stockholders of record and will be incorporated into the minutes of this meeting. The list of holders of common stock of the company shows that as of the record date, there were 17,294,525 shares of common stock outstanding and entitled to vote at this meeting. I am advised by the inspector of election that the holders of at least a majority of the shares outstanding on the record date are represented at this annual meeting, either on the virtual platform itself, in person or by proxy. Therefore, a quorum is present, and the meeting is authorized to transact business. I now turn the floor over to you, Morgan.

Thank you, Gena. At this time, we'll consider the items of business on the agenda set forth in the notice of annual meeting. Each of the items of business on the agenda was described in the proxy statement for this meeting. Please note that as mentioned previously, we will give stockholders an opportunity to ask questions about the proposal themselves after all proposals have been presented. Proposal number one. First matter to be considered at today's meeting is the election of Directors to hold office until the 2021 Annual Meeting of Stockholders and until their respective successors are elected and qualified. Candidates for election are Morgan O'Brien, Hamid Akhavan, Leslie "Les" Daniels, Gregory Haller, Singleton McAllister, Gregory Pratt, Paul Saleh and Robert Schwartz. Proposal 2. The second matter to be considered is proposal to ratify the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ending March 31, 2021. Proposal 3. The third matter to be considered is the proposal regarding the advisory vote to approve the compensation of our named executive officers as described in the proxy statement. This vote, which is often called say-on-pay vote, as required under the Dodd-Frank Act, nonbinding vote, although the compensation committee and the Board will certainly take the results of the vote into account when making future compensation decisions. Proposal 4. Fourth matter to be considered is the proposal regarding the frequency of holding a stockholder advisory vote on executive compensation. This proposal is a nonbinding stockholder advisory vote. This proposal and the options for the frequency of holding this vote are discussed in the proxy statement.

Thank you, Morgan. If any stockholder would like to ask a question regarding any of the proposals, please submit your questions through the web portal at this time.

So at this time, we'll pause to allow any stockholder who has not yet voted or wishes to change their vote to do so by clicking on the voting button on the web portal and following the instructions there. [Voting]

Gena, I'll need to ask for your help on...

Okay. So we're -- that brings us to the end, Morgan. Now that everyone has had the opportunity to vote, I now declare the polls for the 2020 Anterix, Inc. Annual Shareholders Meeting closed.

So Gena, do we have the preliminary voting results?

Yes, we do, Morgan. We have been informed by the inspector of election that based upon the proxy votes received prior to the meeting, plus the votes received this morning, the preliminary vote report shows that each of the nominees for election to the Board have been duly elected; the appointment of Grant Thornton LLP as the company's independent registered public accounting firm for the fiscal year ended March 31, 2021, has been ratified; the compensation of the named executive officers has been approved by advisory vote; and the stockholders have voted on an advisory basis in favor of holding a stockholder advisory vote on executive compensation annually. We will report the final vote results on a Form 8-K to be filed with the Securities and Exchange Commission after this meeting.

Thank you, Gena. Having completed all of the actions to be considered, the formal portion of the meeting is now adjourned. I'd like to now open the floor for any general questions from stockholders. If a stockholder would like to ask a general question, please submit your questions to the web portal at this time and be sure to identify yourself as well.