Astec Industries, Inc. (ASTE) Earnings Call Transcript & Summary

Greetings. Welcome to the 2020 Annual Meeting of Shareholders of Astec Industries. I will now turn the conference over to your host, Barry Ruffalo, CEO of Astec Industries. Mr. Ruffalo, you may begin.

Thank you, Victor. As you -- as Victor mentioned, my name is Barry Ruffalo, Chief Executive Officer and Board member of Astec Industries, and I'll be presiding over the meeting today. Also with me is Steve Anderson, Senior Vice President, Administration and Secretary of the company. He'll be conducting the business portion of our meeting. As we're all aware, the COVID-19 pandemic has changed, and at least temporarily, the way we do business. Normally, we're proud to welcome our shareholders to our facility in Chattanooga, but needless to say, this year is anything but normal. So in keeping with the public health guidance and our own COVID-19 response plan, we're holding this meeting virtually. The business of the annual meeting will be the same, but I'll ask for your patience in advance if we experience any technical difficulties. This is new for us too. As we look forward to next year's meeting back here in person in Chattanooga, hope to see you all there. Before we undertake the business of this meeting, I'd like to introduce our directors and business partners, all of which are participating in this meeting. Our Board members are: William Gehl, Chairman of the Board and also Chairman of FreightCar America and IDB of Southeastern Wisconsin; James Baker, Co-Managing Partner of River Associates Investments; Tracey Cook, President of American Equipment Company; William Dorey, Former President and CEO of Granite Construction; Daniel Frierson, Chairman of the Board and CEO of Dixie Group; Mary Howell, Chief Executive Officer of the Howell Strategy Group and former executive of Textron; Charles Potts, Chairman of Heritage Construction and Materials; Brad Southern, Chief Executive Officer of Louisiana-Pacific Corp.; William Sansom, Chairman and CEO of H.T. Hackney Company; and Glen Tellock, President and CEO of Lakeside Foods. I'd like to thanks all -- I'd like to thank all of them for participating and their support as directors to Astec. Some of our key service providers are also participating today, and they include Mark Ray, our Securities Counsel with Alston & Bird LLP. From Broadridge Financial Solutions, we have Peter Scheibelein. And from our external auditor, KPMG, we have Randy Addington and Paige Walton. I'd like to thank all of them, again, for participating and for your partnership with Astec. At this point, I'll turn things over to Steve Anderson for the business portion of the meeting.

All right. Thank you, Barry. At this point, I'd like to declare the polls open. We've met all the formal requirements necessary to conduct this meeting. For your information, the total number of shares outstanding on February 21, 2020, which is the record date of notice for this meeting was 22,551,781. We have approximately 97% of those shares represented today by proxy which constitutes a quorum. There are 3 items of business on the agenda today. First, the election of 4 directors in Class I to serve until the Annual Meeting of Shareholders in 2023. Second, an advisory vote on a nonbinding resolution to approve the compensation of the company's executive officers. And third, the ratification of the appointment of KPMG as the company's independent registered public accounting firm for the calendar year 2020. Under our bylaws, the deadline for submitting a nominee for director or any other shareholder proposal has passed, and no other nominations for director or shareholder proposals were submitted. Therefore, these 3 items of business are only -- the only matters that we'll consider at this meeting. We will now address any questions specifically related to the foregoing of proposals. And if you have a question related to a proposal, please submit it through the web portal. And if there are any questions related to these 3 proposals, we'll look at that momentarily. So we'll pause for that briefly. All right. There being no questions, we'll proceed to the voting. The same voting procedures described in our proxy statement apply to this virtual meeting. Shareholders who have already voted by submitting a proxy do not need to vote at this time unless they want to change their vote. Those shares will be voted in accordance with your proxy. If you have not already voted and would like to vote now or want to change your vote, please do so by clicking on the Voting button on the web portal, where the voting instructions are provided. If voting, please cast that ballot now. [Voting]

All right. With no activity, I will now declare the polls closed. So the first matter of business, the nominees for Class I directors are: William D. Gehl, William G. Dorey, Charles F. Potts and Barry A. Ruffalo. As explained in the proxy statement, at this meeting, the directors are elected by the affirmative vote of the holders of majority of the shares entitled to vote in the election. We've received the requisite proxies to elect the 4 nominees and hereby vote those shares. Therefore, Mr. Gehl, Mr. Dorey, Mr. Potts and Mr. Ruffalo will each hold office for a 3-year term expiring 2023. The second matter of business is an advisory vote on a nonbinding resolution to approve the compensation of the company's named Executive Officers as described in the proxy. We have received the requisite proxies to approve the compensation of the company's executive officers. Those shares are hereby voted, and therefore, on an advisory basis, the compensation of the company's named executive officers is hereby approved. And the final matter of business is the approval of the ratification of the appointment of KPMG as the company's independent registered public accounting firm for the calendar year 2020. We've received the requisite proxies to approve the ratification of KPMG and hereby vote those shares. With this vote, the appointment of KPMG as the company's registered independent accounting firm for the calendar year 2020 is hereby ratified and approved. We will report final voting results in the current report on Form 8-K no later than May 6, 2020. There being no other business for this meeting, the formal meeting is now adjourned. And on behalf of company management and the Board of Directors, let me express our sincere thanks for your support on the matters brought before the meeting. Thank you, and we're adjourned.

Ladies and gentlemen, this does conclude today's conference. You may now disconnect your lines at this time. Thank you for your participation.