Arbor Realty Trust, Inc. (ABR) Earnings Call Transcript & Summary

Hello, and welcome to the 2020 Annual Meeting of Arbor Realty Trust. It is my pleasure to turn today's meeting over to Mr. Ivan Kaufman, Chairman and Chief Executive Officer. The floor is yours.

Good morning. This meeting will come to order. Ladies and gentlemen, I am Ivan Kaufman, Chairman of the Board and Chief Executive Officer of Arbor Realty Trust. I want to welcome all of you to the 2020 Annual Meeting of Stockholders and the first such meeting we have conducted virtually. I hope each of you and your families are healthy and safe. I will serve as Chairman of the meeting. And Mr. John Bishar, the Corporate Secretary of Arbor Realty Trust, will serve as Secretary of the meeting. As we begin, I would like to introduce Mr. Paul Elenio, the Chief Financial Officer of Arbor Realty Trust, who is joining us virtually. After my brief opening remarks, Mr. Elenio will conduct the ballots for the meeting. If there are any questions from shareholders, both Mr. Elenio and I will be available to respond today. With us today, virtually, from our Board of Directors, we have Mr. William Green, our Lead Director and Chairman of the Compensation Committee; Mr. Melvin Lazar, Chairman of the Audit Committee; Mr. Elliot Schwartz, Chairman of the Corporate Governance Committee; Dr. Archie Dykes; Mr. George Tsunis; Mr. Edward Farrell, Mr. Kenneth Bacon; and Mr. Joseph Martello. I want to take the opportunity at this time to remember Dr. William Helmreich, one of our longest-tenured directors, who passed away early this year on March 28. Dr. Helmreich, who chaired our Corporate Governance Committee for more than a decade, made significant contributions to our company with his advice and guidance based on his wisdom and deep understanding of social dynamics. We will miss him greatly and thank him for his contribution to Arbor's success. Our sympathies continue to go to his widow and the other members of this family. I will now turn the meeting over to Mr. Paul Elenio.

Okay. Thank you, Ivan. Written notice of the meeting was mailed on or about April 14, 2020, to all holders of record of our common stock, and the Secretary has presented affidavit certifying to the mailing of the notice. April 6, 2020, is the record date for the voting of shares at this meeting. On May 20, 2020, we issued a notice of change of location announcing the virtual format of the meeting. The Secretary will file the notices and certificate with the minutes of the company. American Stock Transfer & Trust Company, represented by [ Ms. Pino ], has been designated the inspector of elections and is participating today. The inspector has taken the oath of office, which I direct to be filed with the minutes of the meeting. The Secretary will now report the number of shares of common stock entitled to vote at this meeting.

As of the close of business on April 6, 2020, Arbor Realty Trust had outstanding and entitled to vote 110,625,242 shares of common stock and 20,369,265 shares of special voting preferred stock, each share of which is entitled to 1 vote. The inspector of elections has determined that a quorum is present. Therefore, this meeting is duly organized for the transaction of business.

We will now proceed with the business agenda. Each of the following proposals is described in detail in the proxy statement distributed in connection with this meeting. I am pleased to announce that from proxies already received, the company has sufficient votes to pass all the resolutions proposed by the Board of Directors at the meeting. The first item of business on the agenda is the election of 3 Class II directors for a 3-year term, each to serve until 2023 annual meeting and until their successors are duly elected and qualified; and the election of 1 Class III director for a 1-year term, to serve until 2021 annual meeting and until his successor is duly elected and qualified. The Secretary has advised that under the company's bylaws, the only persons who have been properly nominated are those nominees listed in the company's proxy statement: Mr. Melvin Lazar, Mr. George Tsunis, Mr. Ivan Kaufman as Class II directors; and Mr. Kenneth Bacon as a Class III director. I therefore declare that nominations for directors are closed. The following resolution is deemed duly presented at this meeting: resolved, that the stockholders of Arbor Realty Trust, Inc. hereby vote to elect each of the 4 nominees identified above. The Board of Directors unanimously recommends that stockholders vote for this proposal. Second item of business on the agenda is the amendment and restatement of the company's 2017 Amended Omnibus Stock Incentive Plan to authorize the issuance of an additional 5 million shares of the company's common stock for grants of restricted stock, restricted stock units or underlying stock options under the stock incentive plan. The following resolution is deemed duly presented at this meeting: resolved, that the stockholders of Arbor Real Trust, Inc. hereby adopt and ratify the amended and restatement of the company's 2017 Amended Omnibus Stock Incentive Plan. The Board of Directors unanimously recommends that stockholders vote for this proposal. The third item of business on the agenda is the ratification of the appointment of Ernst & Young LLP as the company's independent registered public accounting firm to examine and report on the financial statements of the company for the 2020 fiscal year. The following resolution is deemed duly presented at this meeting: resolved, that the stockholders of Arbor Realty Trust, Inc. hereby ratify the appointment of Ernst & Young LLP as the company's independent registered public accounting firm for the 2020 fiscal year. The Board of Directors unanimously recommends that stockholders vote for this proposal. Mr. [ Robert Hatch ], a representative of Ernst & Young LLP, is participating in the meeting today and is available to respond to appropriate questions from stockholders during the question-and-answer period. The fourth item of business on the agenda is the adoption of a nonbinding advisory resolution to approve the compensation of the company's named executive officers. The following resolution is deemed duly presented at this meeting: resolved, that the stockholders of Arbor Realty Trust, Inc. hereby ratify a nonbinding advisory resolution to approve the compensation of the company's named executive officers. The Board of Directors unanimously recommends that stockholders vote for this proposal. And the last item of business on the agenda is the approval of the frequency of future nonbinding advisory votes on the compensation of the named executive officers. The Board of Directors unanimously recommends that stockholders vote for 3 years, also known as triennial, with respect to the proposal. The polls are now open for voting on these proposals. If you have previously voted by proxy, you do not need to vote during the meeting unless you wish to change your vote. Voting at the meeting revokes any prior proxy you may have submitted. If you are attending this meeting as a stockholder of record or a beneficial owner and you've logged into the meeting using your control number, you can vote your shares by clicking the link proxy voting site on the meeting page and then following the prompts. We will close the polls promptly following the conclusion of the question-and-comment period. [Voting]

The floor is now open for questions or comments from stockholders of the company. [Operator Instructions] The floor is now open for stockholder questions or comments. John, I don't see any questions. Do you?

There are no questions.

Okay. So we'll continue. That concludes our question-and-comment period. If you intend to vote your shares during the meeting, please do so now. Again, I emphasize that if you previously voted by proxy, it's not necessary to vote during the meeting unless you wish to change your vote. Voting during the meeting revokes your prior proxy. I will pause for a moment for any last votes to be submitted. I think we have all our votes. So John, we have all our votes in, right?

Yes...

Okay. So I declare the polls closed. All votes and proxies are now in the custody of the inspector of elections. Mr. Bishar, will you please report on the preliminary voting results?

The inspector of elections has determined that each of the nominees for election has been elected by the necessary vote. Each of the proposals regarding the stock incentive plan, ratification of the auditors and compensation of the named executive officers has been approved by the necessary votes. And stockholders have recommended that future advisory votes on the compensation of named executive officers occur on a triennial basis.

The Secretary will file the master ballot and the final report of the inspector of elections with the minutes of the meeting of the company's stockholders. We are pleased by your attendance at this meeting. We are grateful for your interest and support of Arbor Realty Trust. And this concludes the 2020 annual meeting of the company's stockholders, and I declare this meeting adjourned.

This concludes the meeting. You may now disconnect.