Aramark (ARMK) Earnings Call Transcript & Summary

Good morning, everyone. Welcome to the Annual Meeting of Aramark Shareholders. I'm Stephen Sadove, Chairman of the Board of Aramark. I will serve as Chairman of today's meeting. Assisting me with our meeting is Harold Dichter, Secretary of Aramark. This is our first year of hosting a virtual meeting. The virtual meeting provides the same rights and advantages of a physical meeting, while supporting the health and well-being of our shareholders and other participants during the COVID-19 pandemic. I'd like to begin by introducing members of our Board of Directors who are present and our Director Nominee. Our directors are Susan Cameron, Greg Creed, Calvin Darden, Richard Dreiling, Irena Esteves, Daniel Heinrich, Paul Hilal, Karen King, Arthur Winkleblack, John Zillmer; and our Director nominee, Bridgette Heller. I'd also like to acknowledge some other guests attending our meat. Certain members of Aramark's leadership team are with us today as well as representatives of KPMG LLP, our independent public accounting firm for fiscal 2020 and Deloitte & Touche LLP, who will serve as our independent public accounting firm for fiscal 2021. Now let's get to the order of business. An agenda for the meeting and a list of rules procedures for the conduct of the annual meeting have been posted to the virtual meeting website. To conduct an orderly meeting, we ask that participants abide by these rules. The following business is scheduled to come before this meeting as outlined in our proxy statement: The election of directors, the ratification of accountants, the advisory vote on the compensation of executives, the advisory vote on the frequency of future advisory votes on the compensation of executives, the approval of the company's third amended and restated 2013 stock incentive plan and the approval of the company's 2021 employee stock purchase plan. First, I will ask Harold Dichter to conduct the business portion of the meeting.

Thank you, Steve. The Board of Directors has fixed the close of business on December 10, 2020, as the record date for determination of the shareholders entitled to notice of and to vote at this meeting. As of that date, there were 253,927,685 shares of common stock outstanding and entitled to be voted at this meeting. Each share of common stock is entitled to one vote per share. Thus, shares entitled to cast 253,927,685 votes were outstanding on the record date. A certified shareholder list has been prepared and may be examined by shareholders upon request. A notice of the meeting and proxy statement was mailed on December 23, 2020, to shareholders of record on December 10, 2020. A copy is available on the virtual meeting website. I have an affidavit of mailing establishing that this notice was duly given. Representatives of Broadridge, which is an appointed inspector of election, report shares of common stock entitled to cast a majority of the votes that may be cast at the meeting are represented here today. Accordingly, a quorum is present. Any record holder who has not yet voted or sent in a proxy card and is participating may vote now by clicking the vote here button on the virtual meeting website and following the instructions provided. As described in the company's December 23, 2020 proxy statement, the company's Board of Directors has nominated: Susan Cameron, Greg Creed, Calvin Darden, Richard Dreiling, Irene Esteves, Daniel Heinrich, Bridgette Heller, Paul Hilal, Karen King, Stephen Sadove, Arthur Winkleblack and John Zillmer, for election as directors of the company to serve until the 2022 Annual Meeting of Shareholders or until their successors are elected and qualified and has recommended that each such director be so elected. Under the company's bylaws, no other nominations may be made at this time. The Board has also recommended that the company's shareholders ratified the audit committee selection of Deloitte & Touche LLP as the company's independent public accounting firm for fiscal year 2021 approved on a nonbinding advisory basis, the compensation page to named executive officers of the company, approved on a nonbinding advisory basis that future votes to approve on a nonbinding advisory basis, the compensation paid to the named executive officers of the company should be held annually, approve the company's third amended and restated 2013 stock incentive plan and approve the company's 2021 employee stock purchase plan. As a reminder, shareholders who have sent in proxies need not take any further action with respect to the matters to be voted upon today. However, if you have not submitted a proxy or if you would like to change your vote and you are participating in the meeting on the web portal, you may do so now by clicking the vote here button on your screen. The polls are now declared open at 10:05 a.m. with respect to each of the items before the meeting. In case there is any discussion on these 6 matters specifically, shareholders can submit a question now by typing a question in the ask a question field on the virtual meeting website and clicking submit. There will be time for an open Q&A later. As noted in the meeting rules and procedures posted to the virtual meeting website, in order to conduct the meeting efficiently and ensure everyone that would like to ask a question has an opportunity, we will limit each shareholders for 2 questions. Are there any questions on the 6 items being voted on? Again, there will be time for general Q&A later. We will pause for a moment to allow for any additional questions to be submitted. [Voting]

As it appears that the voting is complete, I will now close the polls at 10:06 a.m. I will now ask the inspector of election to read its preliminary report.

Based on the preliminary tally of the inspector of votes entitled to be cast, each of the nominees of the Board has been elected. The selection of Deloitte & Touche LLP as the company's independent public accountant has been ratified. The compensation of the company's named executive officers has been approved. It has been determined that the advisory vote on the compensation of the company's named executive officers should be held annually. The company's third amended and restated 2013 stock incentive plan has been approved, and the company's 2021 employee stock purchase plan has been approved. A final report containing the precise tally will be submitted to the secretary of the company for inclusion with the minutes.

Based on this preliminary tally and subject to the delivery of the inspector's final report, the 12 nominees have been elected to serve as directors until the 2022 Annual Meeting of Shareholders or until their successors are elected and qualified. The audit committee selection of Deloitte & Touche LLP as the company's independent public accountant for fiscal year 2021 has been ratified. The compensation of the company's named executive officers has been approved. It has been determined that the advisory vote on the compensation of the company's named executive officers should be held annually. The company's third amended and restated 2013 stock incentive plan and the 2021 employee stock purchase plan have each been approved. Now I will turn the meeting back over to Steve Sadove.

Thank you, Harold. The secretary will file the report of the inspector of election with the records of the meeting. Those records may be reviewed by shareholders by contacting the company secretary. We'll now allow time for the general discussion and questions.