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

Hello, and welcome to the 2023 Arbor Realty Trust, Incorporated Annual Meeting of Stockholders. Please note that this meeting is being recorded. [Operator Instructions]

Okay, thanks Kirk. This meeting will come to order. Good morning, ladies and gentlemen. I am Paul Elenio, Chief Financial Officer of Arbor Realty Trust. As we have in each of the past several years, this meeting is being conducted virtually. Unfortunately, our Chairman and Chief Executive Officer, Mr. Ivan Kaufman, is unable to be with us today. So I will be chairing the meeting and Mr. John Bishar, the Corporate Secretary of Arbor Realty Trust, will serve as Secretary of the meeting. Let me welcome all of you to the 2023 Annual Meeting of Stockholders. As we begin, I'd like to introduce the following directors who are able to join us today, Mr. Elliot Schwartz, Chair of our Corporate Governance Committee; and Mr. Edward Farrell. Written notice of this meeting was mailed on or about April 17, 2023, to all holders of record of our common stock and the Secretary has presented affidavit certifying to the mailing of the notice. March 30, 2023 is the record date for the voting of shares at this meeting. The Secretary will file the notice and certificate with the minutes of the company. American Stock Transfer & Trust Company, represented by Ms. Christine 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 the record date, March 30, 2023, Arbor Realty Trust, Inc. had outstanding and entitled to vote 183,821,003 shares of common stock and 16,293,589 shares of special voting preferred stock, each share of which is entitled to one 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 of the resolutions proposed by the Board of Directors at the meeting. However, with respect to the advisory vote on the frequency of the advisory vote of the compensation of the named executive officers, the shareholders have voted to have that occur on an annual basis. The first item of business on the agenda is the election of 2 Class II directors for a 3-year term, each to serve until 2026 Annual Meeting and until their successors are 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. Ivan Kaufman and Mr. Melvin Lazar. I, therefore, declare that nominations for the directors are closed. The following resolution is deemed duly presented at this meeting. Resolved, that the stockholders of Arbor Realty Trust hereby vote to elect each of Mr. Ivan Kaufman and Mr. Melvin Lazar, to a 3-year term, each to serve until 2026 Annual Meeting and until their successors are duly elected and qualified. The Board of Directors unanimously recommends that stockholders vote for this proposal. The second item of business on the agenda is ratification of the appointment of Ernst & Young as the company's independent registered public accounting firm to examine the report on the financial statements of the company for the 2023 fiscal year. The following resolution is deemed duly presented at this meeting: Resolved, that the stockholders of Arbor Realty Trust hereby ratify that the appointment of Ernst & Young as the company's independent registered public accounting firm for the 2023 fiscal year. The Board of Directors unanimously recommends that stockholders vote for this proposal. Mr. Robert Hatch, a representative of Ernst & Young, is participating in the meeting today and is available to respond to appropriate questions from stockholders during the question-and-answer period. The third 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 hereby ratify a nonbinding advisory resolution to approve the compensation of the company's named executive officers, that the Board of Directors unanimously recommends the stockholders vote for this proposal. The last item of business on the agenda is the approval for the nonbinding advisory vote on the compensation of the named executive officers to occur on a triannual basis. The following resolution is deemed duly presented at this meeting. Resolved, that the stockholders of Arbor Realty Trust hereby adopt and ratify the frequency of 3 years with respect to the frequency of a nonbinding resolution to approve the compensation of the corporation's named executive officers. The Board of Directors unanimously recommends the stockholders vote for this 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're attending the meeting as a stockholder of record or a beneficial owner and you've logged into the meeting by following the instructions given in the proxy statement, you can vote your shares by clicking the link proxy voting site on the meeting page on the left and following the prompts. We will close the polls promptly following the conclusion of the question and comment period. The floor is now open for questions or comments from stockholders of the company. If you're attending the meeting as a stockholder of record or a beneficial owner and you've logged into the meeting using your control number, you can ask a question by clicking the messaging icon on the left side of the tool bar appearing at the top of the meeting page, and then typing and submitting your question by clicking the send icon to the right of the text box. The floor is now open for stockholder questions or comments at this time. Mr. Secretary, are there any questions?

No, there are no questions, Paul.