Aviat Networks, Inc. (AVNW) Earnings Call Transcript & Summary

Good afternoon. Welcome to the Aviat Networks, Inc. Fiscal 2020 Annual Meeting of Stockholders. I am Pete Smith, Chief Executive Officer and President, as well as a member of the Board of Directors of Aviat. It is my pleasure to welcome you and to introduce our Chairman, Mr. John Mutch.

Thank you, Pete, and welcome, everyone. It is now a little after 12:30 p.m. and in accordance with the notice of the annual meeting, I call the Aviat Networks' 2020 Annual Meeting of Stockholders to order. We are pleased that you're able to join us in our virtual meeting. I'm John Mutch, Chairman of the Board of Directors, representing the Board of Directors of the company. I'll preside at today's meeting, and Ms. Erin Boase, Aviat's Vice President of Legal Affairs, will act as secretary of the meeting. In order to allow all stockholders adequate time to vote online, if they prefer, I now declare the polls open for voting. The polls will remain open online until the end of our question-and-answer period as indicated on the meeting agenda. If you have not already voted, you may vote online by following the instructions for voting during the annual meeting posted on the meeting website. Of course, if you've already voted, you need not vote again during the meeting. If you've not voted or if you would like to change your vote, you may do so online. I would like to take a moment to introduce to you the other members of our Board of Directors and our officers and management, who are in attendance today. The other directors present today are Ms. Dahlia Loeb, Mr. Kenneth Kong, Mr. John Quicke, Dr. James C. Stoffel, Mr. Pete Smith, who is also our CEO. The other corporate officers present today are Eric Chang, Senior Vice President, Chief Financial Officer. The following members of management are also present today. Mr. Bryan Tucker, Senior Vice President, North America Sales and Service; Ms. Erin Boase, Vice President of Legal Affairs and Corporate Secretary; Ms. Christy Cornet, Vice President of Global Operations and Supply Chains; Mr. Gary Croke, Vice President of Marketing; Mr. Wendell Sherrell, Chief Human Resource Officer; and Ms. Wen Lien, Vice President, Asia-Pacific Sales and Services; and finally, Mr. Steve Vice President, EMEA Sales and Services. Also attending today by phone is Patrick Fichtner, partner from BDO USA, LLP, our independent registered public accounting firm; and Michael Gibson and Paul Tobias from Vinson & Elkins LLP, our outside legal counsel. We are being assisted today in the tabulation of the proxies and ballots by inspector of elections, [ Andrew Wilcox. Mr. Wilcox ] has signed the customary oath of inspector, which I directed to be filed with the company's records. We will follow the agenda and the rules of conduct in carrying out the business of the meeting, both of which are available on the virtual meeting website. As you see on the agenda, time has been allocated for any questions you have concerning the matters to be voted upon today. After the presentation, the matters to be voted upon, stockholders will have an opportunity to ask questions for up to 10 minutes by typing questions into the text box labeled in the meeting website. The polls will remain open until the end of our question-and-answer period, as indicated on the agenda. If any stockholder has any matter of individual concern, please e-mail our Investor Relations Department at investorinfo@aviatnet.com. There are a few formalities to cover before we get into the business of this meeting. Will the secretary, please report on the record date, listing of stockholders, notice, quorum and matters to be considered at today's annual meeting.

The notice of meeting and our proxy statement for this meeting were first mailed on or about September 25, 2020, and will be filed with an affidavit of mailing with the minutes of the meeting. Only stockholders of record as of September 15, 2020, or persons holding a proxy of such stockholders, may vote on matters presented at this meeting. A listing of stockholders as of the record date has been available at the company's offices for the last 10 days and is available on the meeting website during this meeting. The matters to be considered at this meeting were fully described in the company's proxy statement. Copies of the company's proxy statement are available at aviatnetworks.com. I have been advised by the inspector of elections that based on the proxies received prior to the meeting, shares representing a majority of the voting power of the company's common stock as of the record date are present online or are represented by proxy at this meeting. Accordingly, a quorum is present.

As Erin has advised us that a quorum is present, so the business of the meeting may proceed. As a reminder, the polls will remain open online until the end of our question-and-answer period. Legal notice has been given. This meeting is now convened and open for the transaction business. To expedite the flow of business, each of the matters to be acted upon will be introduced and discussed in the order set forth in our proxy statement. The first matter to be acted upon is the election of directors to serve until the next Annual Meeting of Stockholders. Information about each director can be found in our proxy statement. The following individuals who names are set forth in the proxy statement are hereby placed in nomination. Dahlia Loeb, Kenneth Kong, John Mutch, John J. Quicke, Pete Smith and Dr. James C. Stoffel. The next matter to be acted upon is the proposal to ratify the Board of Directors' appointment of BDO USA, LLP, as the company's independent registered public accounting firm for fiscal year 2021. The next matter to be acted upon is the advisory vote on executive compensation. The next matter to be acted upon is the proposal to approve the Tax Benefit Preservation Plan. The meeting is now open to stockholder questions regarding these proposals for up to 10 minutes by typing a question into the text box on the meeting website. If you have a question, please submit it now. If you do not -- if you've not already done so. Seeing no questions submitted, we'll proceed with our agenda. This concludes the matters to be considered and voted upon at today's meeting. It is now approximately 11:37 on November 11, 2020, and I now declare the polls are closed. The inspector of elections will count the votes. Will the preliminary voting results now be reported?

I'm pleased to report that I have been advised by the inspector of elections that based on the preliminary tabulation of votes stockholders have voted to elect all 6 nominees to the Board; ratify the Board of Directors' appointment of BDO USA as the company's independent registered public accounting firm for fiscal year 2021; recommend by advisory vote, the compensation of Aviat's named executive officers as set forth in the proxy statement; and approve the tax benefit preservation plan. The final voting results will be tallied by the inspector of elections, and we will announce the results in accordance with the requirements of the Securities and Exchange Commission.

Thank you, Erin. I'm aware of no other business that should be brought before this meeting, this concludes the formal portion of the meeting. And the meeting is now adjourned. On behalf of the Board of Directors and employees, we express our sincere appreciation to those stockholders who attended the meeting as well as those who submitted their proxies but were unable to attend. We're grateful for your support of Aviat.

This now concludes the meeting. Thank you for joining, and have a pleasant day.