Bank OZK (OZK) Earnings Call Transcript & Summary

Good morning, ladies and gentlemen, and welcome to the Bank OZK Annual Shareholder Meeting. At this time, the meeting will begin, and it is my pleasure to turn the floor over to your host, George Gleason. Sir, the floor is yours.

Thank you. Ladies and gentlemen, would the meeting please come to order? Good morning. My name is George Gleason. It's my privilege as Chairman and Chief Executive Officer of Bank OZK to welcome you to our Annual Shareholders meeting. We appreciate you being here. I will be presiding at this meeting, and Helen Brown will serve as secretary of the meeting. I am informed by our secretary that all shareholders were mailed a notice of annual meeting on or about March 13, 2020, as evidenced by affidavits from Broadridge Financial Solutions, Inc. and I hereby declare that this meeting has been properly called. A copy of the notice of the meeting and the affidavit of mailing will be incorporated in the minutes of this meeting. As the company has previously disclosed, this meeting is being held both in person and virtually, in an effort to protect public health during the COVID-19 global pandemic. The use of remote communication was authorized by the state of Arkansas pursuant to executive order. As you entered the meeting room you should have received an agenda outlining the order of business for today's meeting. The agenda is available through the virtual meeting portal for those participating virtually. If anyone desires to address the meeting, please hold your questions until the question-and-answer session, which is Item 8 on the agenda. Also, please make note of the rules and procedures for conduct of the annual meeting as reflected on the back of your agenda. The Board of Directors, at an earlier meeting, appointed Sheila Mayden, Executive Vice President and Corporate Trust Manager for the Trust and Wealth division of Bank OZK, our transfer agent; and Greg McKinney, the company's Chief Financial Officer, as inspectors to conduct voting at this meeting. The inspectors are present and have taken the oath of office, and I request that the inspectors file their oath of office with the secretary of the meeting for inclusion in the minutes of this meeting. Ms. Mayden and Mr. McKinney, in your capacity as inspectors, will you please canvass the votes and determined that a quorum is established. At this time, I would like to introduce the 15 nominees to the Board of Directors. Each nominee other than myself is attending the meeting virtually. I am George Gleason, Chairman and Chief Executive Officer. Other director nominees include Nicholas Brown, Paula Cholmondeley, Beverly Cole, Robert East, Kathleen Franklin, Catherine Freedberg, Jeffrey Gearhart, Peter Kenny, William Koefoed, Walter Jack Mullen III, Christopher Orndorff, John Reynolds, Stephen Sadoff and Ross Whipple. These 15 individuals are the nominees to the Board of Directors on which shareholders will be voting today. Thank you, ladies and gentlemen. In addition, [ Todd Pearson ] of PricewaterhouseCoopers LLP, our independent registered public accountants, is available through the virtual meeting portal to respond to appropriate questions during the question-and-answer portion of the meeting. I would like to now recognize Helen Brown, secretary of the meeting, to report on whether a quorum is present for the meeting.

Shareholders' list shows that holders of 129,330,552 shares of common stock of the company are entitled to vote at this meeting. We are informed by the inspector that there are represented in person or by proxy, 118,016,767 shares of common stock or approximately 91% of all shares entitled to vote at this meeting. And therefore, I'm pleased to report that a quorum is established for the meeting. I also have a certified list of shareholders at the record date of February 25, 2020, and it will be available for inspection during the meeting.

Thank you. Because holders of a majority of the shares entitled to vote at this meeting are present in person or by proxy, I declare this meeting to be duly convened for purposes of transacting such business as may properly come before it. The polls for the proposals to be voted on at this meeting are now open. Shareholders who are voting by proxy need not cast ballots in the voting today unless they wish to change the votes on their proxies. Additional voting cards are available at the back of the room for anyone who wishes to overrule their previous proxy card or who might wish to vote, if they have not already. Anyone desiring to do so, please raise your hand. Virtual participants may overrule their previous proxy card or vote, if they have not already through the virtual meeting portal. After voting has been completed on all matters on the agenda, we will close the polls and the inspectors of election will provide the preliminary report. The next order of business is a description of the matters to be voted on at today's meeting. Proposal #1 is listed on the proxy statement as the election of 15 directors for the ensuing year. Nominations as listed in the proxy statement are George Gleason, Nicholas Brown, Paula Cholmondeley, Beverly Cole, Robert East, Kathleen Franklin, Catherine Freedberg, Jeffrey Gearhart, Peter Kenny, William Koefoed, Walter Jack Mullen III, Christopher Orndorff, John Reynolds, Stephen Sadoff and Ross Whipple. Proposal #2 is listed on the proxy statement as the ratification of the appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the year ending December 31, 2020. Proposal #3, as listed on the proxy statement, is to approve on an advisory nonbinding basis, the compensation of the company's named executive officers as disclosed in the proxy statement. The Board of Directors of the company recommends that you vote for each of the 15 director nominees in Proposal 1 and for each of Proposals 2 and 3. Because no further business is on the agenda to come before this meeting, we will proceed to voting. If you completed a voting card today, to change or revoke a previously completed proxy or to vote if you failed to complete and return your proxy, we will collect your voting card at this time. Are there any cards remaining to be collected? If all voting cards are collected, we will close the polls. The polls for these proposals are now closed. The votes on any ballots collected during this meeting that are not included in the report of inspectors at this meeting will be included in the final summary of the results of this annual meeting to be reported on a Form 8-K that will be filed with Federal Deposit Insurance Corporation. I now call upon Secretary Brown to give the preliminary report of the inspectors.

We're informed by the inspectors to the ballots have been counted and that each director nominee received the affirmative vote of the majority of all votes cast. The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm received the affirmative vote of the majority of all votes cast and the compensation of the company's named executive officers as disclosed in the proxy statement received the affirmative vote of the majority of all votes cast.

Pursuant to these voting results, I declare the slate of 15 director nominees elected, the appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the year ending December 31, 2020, ratified, and the compensation of the company's named executive officers as disclosed in the proxy statement approved. That concludes the business for this meeting. The meeting is now adjourned. At this time, we want to open the floor for questions from our shareholders. For shareholders attending the virtual meeting, please follow the instructions provided on the virtual meeting screen to submit questions. There being no questions, that concludes our meeting. Thank you so much for joining us today. We look forward to being with you about a year from now.

Thank you, ladies and gentlemen. This does conclude today's shareholder meeting.